-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P3VLcBFxio0LSGy70JS3PpSRFFVFriF0wcGq0dhTmAhyLFKgs7M44VJsQ64+9FDC gZfZ3r6L+SAfkCPoviaORg== 0000913355-95-000039.txt : 19951108 0000913355-95-000039.hdr.sgml : 19951108 ACCESSION NUMBER: 0000913355-95-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951031 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951107 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GIBSON C R CO INC CENTRAL INDEX KEY: 0000041365 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 060361615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09814 FILM NUMBER: 95587918 BUSINESS ADDRESS: STREET 1: 32 KNIGHT ST CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2038474543 MAIL ADDRESS: STREET 1: 32 KNIGHT STREET CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: GIBSON JOHN CO DATE OF NAME CHANGE: 19700522 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 1995 THE C. R. GIBSON COMPANY ---------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-4855 06-0361615 --------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 32 Knight Street, Norwalk, Connecticut 06856 ----------------------------------------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (203) 847-4543 N/A ----------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. ------------------------------------------ Pursuant to the terms of the Tender Offer and Merger Agreement dated as of September 13, 1995, as amended by Amendment No. 1 to Tender Offer and Merger Agreement dated as of October 16, 1995 (as so amended, the "Merger Agreement"), by and between Thomas Nelson, Inc., a Tennessee corporation (the "Parent"), Nelson Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Parent (the "Offeror"), and The C.R. Gibson Company, a Delaware corporation (the "Company"), on October 31, 1995, the tender offer (the "Offer") for all of the shares of common stock, par value $0.10 per share (the "Shares"), of the Company at $9.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 19, 1995, as supplemented and amended by the Supplement to the Offer to Purchase dated October 16, 1995 (as so supplemented and amended, the "Offer to Purchase"), and the related Letter of Transmittal, was consummated. On that date, approximately 7,189,837 Shares constituting 92.7% of the outstanding Shares on a fully diluted basis were accepted for purchase by the Offeror in the Offer for an aggregate purchase price of approximately $64.7 million. The consummation of the Offer constitutes a change in control of the Company. Prior to consummation of the Offer, no beneficial owner of Shares controlled the Company although prior thereto the Company's directors and executive officers as a group beneficially owned an aggregate of 2,621,258 Shares (or 34.6% of the then outstanding Shares) (including 133,080 Shares which could be acquired within 60 days upon exercise of options). Consummation of the Offer and the acceptance for purchase of Shares by the Offeror pursuant thereto was announced in a press release of the Parent dated October 31, 1995, a copy of which is filed as Exhibit 20 hereto and is incorporated herein by reference. Pursuant to the provisions of the Merger Agreement, the Parent may designate such number of persons to be elected to the Board of Directors of the Company, rounded up to the next whole number, in such number as will give the Parent representation on the Board of Directors of the Company equal to the product of the number of directors on such Board multiplied by the percentage that the number of Shares purchased by the Offeror bears to the number of Shares outstanding. Based on the number of Shares purchased in the Offer, the Parent will have the right to designate all of the directors of the Company. The persons from whom the Parent will select its designees to serve on the Board of Directors of the Company are identified in the Company's Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder which was filed with the Securities and Exchange Commission on October 20, 1995 and mailed to the holders of Shares on or about October 23, 1995. 3 The Company has been advised by the Parent that the Parent increased its unsecured borrowings under existing credit facilities from a syndicate of financial institutions led by SunTrust Bank, Nashville, N.A., as successor to Third National Bank of Nashville ("SunTrust"), by $60 million (the "Interim Financing") to facilitate the purchase of the Shares pursuant to the Offer. In connection with the consummation of the Offer, the Parent executed definitive documentation for the Interim Financing. The Interim Financing consists of an amendment to the existing credit facilities of the Parent and contains substantially the same terms as described in the Offer to Purchase for such credit facilities. (The existing credit facilities of the Parent, as so amended, being individually, a "Credit Facility" and together, the "Credit Facilities"). The Credit Facilities consist of a $170 million credit facility and a $5 million credit facility. Borrowings under the Credit Facilities bear interest at either the prime rate or, at the Parent's option, the relevant London Interbank Offered Rate plus 1.5% (7.62% at November 6, 1995). The Company has been further advised by the Parent that the balance outstanding under the $170 million Credit Facility at May 31, 1997 will be converted into a four year term loan payable in equal quarterly principal installments thereafter. On November 7, 1995, the merger of the Company and the Offeror contemplated by the Merger Agreement became effective. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. ------------------------------------------- (c) Exhibits. (2)(i) Tender Offer and Merger Agreement dated as of September 13, 1995 by and between the Parent, the Offeror and the Company (incorporated by reference to Exhibit (c)(1) to the Solicitation/Recommendation Statement pursuant to Section 4(d)(4) of the Securities Exchange Act of 1934 on Schedule 14D-9 of the Company, as amended by Amendments Nos. 1 and 2 thereto (as so amended, the "Schedule 14D-9")). (2)(ii) Amendment No. 1 dated as of October 16, 1995, to Tender Offer and Merger Agreement dated as of September 13, 1995 by and between the Parent, the Offeror and the Company (incorporated by reference to Exhibit (c)(1)(i) to the Schedule 14D-9). (20) Press Release, dated October 31, 1995 issued by the Parent. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE C. R. GIBSON COMPANY Date: November 7, 1995 By: /s/ JAMES M. HARRISON James M. Harrison Executive Vice President and Chief Operating Officer EXHIBIT INDEX ------------- EXHIBIT NO. DOCUMENT ----------- -------- (2)(i) Tender Offer and Merger Agreement dated as of September 13, 1995 by and between the Parent, the Offeror and the Company (incorporated by reference to Exhibit (c)(1) to the Solicitation/ Recommendation Statement pursuant to Section 4(d)(4) of the Securities Exchange Act of 1934 on Schedule 14D-9 of the Company as amended by Amendment Nos. 1 and 2 thereto (as so amended, the "Schedule 14D-9")). (2)(ii) Amendment No. 1 dated as of October 16, 1995, to Tender Offer and Merger Agreement dated as of September 13, 1995 by and between the Parent, the Offeror and the Company (incorporated by reference to Exhibit (c)(1)(i) to the Schedule 14D-9). (20) Press Release, dated October 31,1995 issued by the Parent. EX-99.20 2 EXHIBIT (20) EXHIBIT (20) ------------ FOR IMMEDIATE RELEASE News from Thomas Nelson Publishers Nelson Place at Elm Hill Pike, P.O. Box 141000 Nashville, TN 37214-1000 (615) 889-9000 (800) 251-4000 Release Date: October 31, 1995 Contact: Joe L. Powers, Executive Vice-President THOMAS NELSON, INC. ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFER FOR SHARES OF THE C.R. GIBSON COMPANY NASHVILLE, Tennessee (October 31, 1995) - Thomas Nelson, Inc. (NYSE:TNM) today announced that it has successfully completed, through Nelson Acquisition Corp., a wholly owned subsidiary, its $9.00 per share, all cash tender offer for the outstanding shares of common stock of The C.R. Gibson Company (AMEX:GIB). The offer expired at 12:00 Midnight, New York City Time, on Monday, October 30, 1995. Preliminary figures indicate that a total of approximately 7,158,000 shares were tendered and accepted for purchase, which results in total ownership by Thomas Nelson, Inc., and Nelson Acquisition Corp. of approximately 92.3% of the outstanding shares of The C.R. Gibson Company on a fully diluted basis. In connection with the completion of the tender offer, Thomas Nelson, Inc. will merge Nelson Acquisition Corp. with and into The C.R. Gibson Company. Following the merger, The C.R. Gibson Company will be the surviving corporation and a wholly owned subsidiary of Thomas Nelson, Inc. The merger is scheduled to be consummated on November 7, 1995, after which time The C.R. Gibson Company's stock will cease to be traded on the American Stock Exchange. Stockholders holding shares of The C.R. Gibson Company's stock not tendered in the offer will receive instructions regarding the exchange of such shares for cash in the merger. The C.R. Gibson Company, headquartered in Norwalk, Connecticut manufactures and markets a wide range of paper, gift and stationery products, primarily under the C.R. Gibson , Creative Papers , and Clinton Prints brand names. Products include baby and wedding memory books, stationery, giftwrap, greeting cards, and paper tableware. For the year ended December 31, 1994 and the six months ended June 30, 1995, C.R. Gibson reported net revenues of $67.3 million and $35.6 million, respectively. Sam Moore, Thomas Nelson's Chairman and President, said, "This acquisition represents an excellent opportunity for Thomas Nelson. It will significantly increase the product offerings and distribution strengths of our growing gift division. On a combined basis, our gift division will now have over $100 million in annual revenues and will be about equal in size to our publishing and music divisions. 2 "The acquisition will also create much stronger marketing and distribution capabilities for our gift division. C.R. Gibson presently has over 100 dedicated full-time sales personnel which we believe will provide greater store penetration for an even broader line of gifts." Moore indicated that the gift market is a growing industry with over $23 billion in annual revenues, approximately $9 billion of which are in the product categories currently marketed by Thomas Nelson and C.R. Gibson. "We believe the size and product diversity of the gift market will provide us a number of opportunities to grow through existing products and in gift categories not currently offered," Moore concluded. Thomas Nelson, Inc. is a leading publisher, producer and distributor of books, Bibles and recorded music emphasizing Christian, inspirational and family value themes. -----END PRIVACY-ENHANCED MESSAGE-----