-----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, D69qpzqrGKXt1NP3dLkW1uaSNPIUOuEB6EUTx++YupGR4uDYU70TCSUqUZ7eD4Vp jGXz3NfB17rwbCHOQquE6A== 0000950144-95-002687.txt : 19951002 0000950144-95-002687.hdr.sgml : 19951002 ACCESSION NUMBER: 0000950144-95-002687 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950927 SROS: NYSE SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16451 FILM NUMBER: 95576626 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NELSON THOMAS INC CENTRAL INDEX KEY: 0000071023 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 620679364 STATE OF INCORPORATION: TN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: P O BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214-1000 BUSINESS PHONE: 6158899000 MAIL ADDRESS: STREET 1: P O BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214-1000 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL PUBLISHERS INC DATE OF NAME CHANGE: 19721019 SC 14D1/A 1 SCHEDULE 14D-1 AMEND #1 AND SCHEDULE 13G 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1995 --------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) and SCHEDULE 13D Under the Securities Exchange Act of 1934 September 13, 1995 Date of event which requires filing of this Schedule 13D THE C. R. GIBSON COMPANY (Name of subject company) NELSON ACQUISITION CORP. THOMAS NELSON, INC. (Bidders) Common Stock, $0.10 par value (Title of class of securities) 374762-10-2 (CUSIP number of class of securities) JOE L. POWERS EXECUTIVE VICE PRESIDENT AND SECRETARY THOMAS NELSON, INC. NELSON PLACE AT ELM HILL PIKE NASHVILLE, TENNESSEE 37214-1000 TELEPHONE: (615) 889-9000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of bidders) Copy to: JAMES H. CHEEK, III, ESQ. BASS, BERRY & SIMS FIRST AMERICAN CENTER NASHVILLE, TENNESSEE 37238 TELEPHONE: (615) 742-6200 Exhibit Index is Located on Page 4 2 TENDER OFFER This Amendment No. 1 to Tender Offer Statement on Schedule 14D-1 and Schedule 13D (this "Statement") amends and supplements the original Schedule 14D-1 filed September 19, 1995 and relates to the offer by Nelson Acquisition Corp., a Delaware corporation ("Offeror") and wholly-owned subsidiary of Thomas Nelson, Inc., a Tennessee corporation ("Parent"), to purchase all outstanding shares of common stock, par value $0.10 per share (the "Shares"), of The C.R. Gibson Company, a Delaware corporation ("Company"), at a price of $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 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. ITEM 10. ADDITIONAL INFORMATION. Item 10 is hereby deleted in its entirety and replaced with the following: (a) Not applicable. (b) - (d) The information set forth in Section 7 ("Effect of the Offer on AMEX Listing, Market for Shares and Registration Under the Exchange Act") and Section 16 ("Certain Regulatory and Legal Matters") of the Offer to Purchase is incorporated herein by reference. (e) By a Class Action Complaint dated September 14, 1995 and served on the Company on September 19, 1995, Crandon Capital Partners, a Florida partnership, commenced an action in the Court of Chancery of the State of Delaware in and for New Castle County against the Company and its directors. The complaint filed in the action requests certification of the Company's stockholders as a class and seeks to enjoin the Offer or, alternatively, to recover damages of an unspecified amount caused by the alleged breach of fiduciary duties owed by the Company's directors. The complaint alleges, among other things, that the directors of the Company breached their fiduciary duties in determining to proceed with the Offer because the consideration to be paid per Share is unfair and does not maximize stockholder value. The Parent and the Offeror have been advised by the Company that the Company believes the claims asserted in the action are without merit and the Company intends to defend the action vigorously. The information set forth in the complaint, which is attached hereto as Exhibit (g)(2), is incorporated herein by reference. (f) The information set forth in the Offer to Purchase, the Letter of Transmittal, the Tender Offer and Merger Agreement, dated as of September 13, 1995, among Parent, Offeror and the Company, and the Stock Option Agreements dated as of September 13, 1995 among Parent, Offeror and certain stockholders of the Company, copies of which are attached hereto as Exhibits (a)(1), (a)(2) and (c)(1) through (c)(11), is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following exhibits: (g)(1) Press Release of The C.R. Gibson Company, dated September 27, 1995. (g)(2) Class Action Complaint dated September 14, 1995 in Civil Action No. 14538 filed in the Court of Chancery of the State of Delaware in and for New Castle County, entitled Crandon Capital Partners v. Robert G. Bowman, Frank A. Rosenberry, James M. Harrison, Willard J. Overlock, Joanna Bradshaw, Richard E. Cheney, Rudolph Eberstadt, Jr., Robert Garrett, Barbara M. Henegan, John G. Russell, Robert J. Simon, and C.R. Gibson Co. [sic]. 2 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 27, 1995 NELSON ACQUISITION CORP.
By: /s/ JOE L. POWERS ------------------------------ Joe L. Powers Secretary THOMAS NELSON, INC. By: /S/ JOE L. POWERS ------------------------------ Joe L. Powers Executive Vice President and Secretary 3 4 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE - ---------------------------------------------------------------------------------------------- (g)(1) -- Press Release of The C.R. Gibson Company, dated September 27, 1995. (g)(2) -- Class Action Complaint dated September 14, 1995 in Civil Action No. 14538 filed in the Court of Chancery of the State of Delaware in and for New Castle County, entitled Crandon Capital Partners v. Robert G. Bowman, Frank A. Rosenberry, James M. Harrison, Willard J. Overlock, Joanna Bradshaw, Richard E. Cheney, Rudolph Eberstadt, Jr., Robert Garrett, Barbara M. Henegan, John G. Russell, Robert J. Simon, and C.R. Gibson Co. [sic].
4 EX-99.G1 2 PRESS RELEASE 1 EXHIBIT (g) (1) PRESS RELEASE September 27, 1995 Contact: James M. Harrison, Executive Vice President and Secretary, The C.R. Gibson Company (203) 847-4543, ext. 206 NORWALK, CONNECTICUT (September 27, 1995) - The C.R. Gibson Company (AMEX:GIB) today announced that Crandon Capital Partners, a Florida partnership, has commenced an action on behalf of itself, and purportedly on behalf of a class of company stockholders similarly situated, in the Court of Chancery of the State of Delaware in and for New Castle County against C.R. Gibson and its directors. The complaint filed in the action requests certification of the stockholders of C.R. Gibson, other than the defendants or their affiliates, as a class, requests a judgment declaring that the directors of the Company have breached their fiduciary duties to the plaintiff and the putative class members and seeks to enjoin the cash tender offer for all of the outstanding shares of C.R. Gibson at $9.00 per share commenced by Thomas Nelson, Inc. on September 19, 1995. Alternatively, the action seeks to recover damages of an unspecified amount. The complaint alleges, among other things, that the directors of C.R. Gibson breached their fiduciary duties to the plaintiff and the putative class members in determining to proceed with the offer because the consideration to be paid per share is unfair and does not maximize stockholder value. C.R. Gibson believes that the claims asserted in the action are without merit. C.R. Gibson intends to defend the action vigorously. C.R. Gibson has filed with the Securities and Exchange Commission an amendment to its Schedule 14D-9 relating to the offer and has included as an exhibit to that amendment a copy of the complaint relating to the action. -END- EX-99.G2 3 CLASS ACTION COMPLAINT 1 EXHIBIT(g)(2) IN THE COURT CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY CRANDON CAPITAL PARTNERS, ) a Florida Partnership, ) Individually ) Civil Action No. 14538 And On Behalf of All Others ) Similarly Situated, ) ) Plaintiff, ) CLASS ACTION - against - ) COMPLAINT ------------- ) ROBERT G. BOWMAN, FRANK A. ) ROSENBERRY, JAMES M. HARRISON, ) WILLARD J. OVERLOCK, JOANNA ) BRADSHAW, RICHARD E. CHENEY, ) RUDOLPH EBERSTADT, JR., ROBERT ) GARRETT, BARBARA M. HENEGAN, ) JOHN G. RUSSELL, ROBERT J. SIMON, ) and C. R. GIBSON CO., ) ) Defendants. ) Plaintiff, Crandon Capital Partners ("Crandon"), by its undersigned attorneys, for its complaint against defendants, alleges as follows: NATURE OF THE ACTION 1. Plaintiff brings this action individually and as a class action on behalf of all persons, other than defendants, who own the securities of C.R. Gibson Co. ("Gibson" or the "Company") and who are similarly situated, for injunctive relief and damages. Plaintiff seeks, inter alia, to enjoin the consummation of a proposed transaction (the "Proposed Transaction") announced by the Company and Thomas Nelson, Inc. ("Nelson") on September 14, 1995, 2 pursuant to which Freeman will pay $9.00 for each share of Gibson's common stock in a transaction valued at $67 million. Alternatively, in the event that the transaction is consummated, plaintiff seeks to recover damages caused by the breach of fiduciary duties owed by the director defendants (as defined below). The Proposed Transaction and the acts of the Gibson director defendants, as more particularly alleged herein, constitute a breach of the defendants' fiduciary duties to the plaintiff and the class and a violation of applicable legal standards governing the defendants herein. 2. The Proposed Transaction is being advanced through unfair procedures and the consideration offered is an unfair price and does not constitute a maximization of stockholder value. 3. The director defendants' authorization to pursue the Proposed Transaction was given in breach of the director defendants' fiduciary duties owed to Gibson's stockholders to take all necessary steps to ensure that the stockholders will receive the maximum value realizable for their shares in any acquisition of the Company. In the context of this action, the board of directors, having expressed a willingness to consider an offer to purchase Gibson, must take all reasonable steps to assure the maximization of stockholder value, including the implementation of a bidding mechanism to foster a fair auction of the Company to the highest bidder or the exploration of strategic alternatives which will return greater or equivalent short-term value to the plaintiff and the class. 2 3 PARTIES 4. Plaintiff has been a continuous owner of shares of Gibson common stock at all relevant times described herein. 5. Defendant Gibson is a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 32 Knight Street, Norwalk, Connecticut. As of July 31, 1995, the Company had approximately 7.2 million shares of common stock outstanding. The officers and directors of Gibson hold or control approximately 2.5 million of the outstanding shares. Gibson's principal business is the printing and publication of record books, photograph albums, inspirational books, gift wraps, and social stationery. 6. Defendant Robert G. Bowman, at all times material hereto, has been the Chairman of the Board of Directors of Gibson. 7. Defendant Frank A. Rosenberry, at all times material hereto, has been the President, Chief Executive Officer, and a director of Gibson. 8. Defendant James M. Harrison, at all times material hereto, has been the Chief Operating Officer, Executive Vice President, Secretary, Treasurer, and a director of Gibson. 9. Defendant Willard J. Overlock, at all times material hereto, has been the Company's legal counsel and a director of Gibson. 10. Defendants Joanna Bradshaw, Richard E. Cheney, Rudolph Eberstadt, Jr., Robert Garrett, Barbara M. Henegan, John G. Russell, and Robert J. Simon are directors of Gibson. 3 4 11. The defendants named in paragraphs 6 through 10 above are hereinafter referred to as the "Individual Defendants". 12. The Individual Defendants, by reason of their corporate directorship and/or executive positions, are fiduciaries to and for the Company's shareholders, which fiduciary relationship requires them to exercise their best judgment, and to act in a prudent manner and in the best interests of the Company's shareholders. 13. Each defendant herein is sued individually as an aider and abettor, as well as in his/her capacity as an officer and/or director of the Company, and the liability of each arises from the fact that he or she has engaged in all or part of the unlawful acts, plans, schemes, or transactions complained of herein. CLASS ACTION ALLEGATIONS 14. Plaintiff brings this action individually on its own behalf and as a class action, on behalf of all stockholders of the Company (except the defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the defendants) and their successors in interest, who are or will be threatened with injury arising from defendants' actions as more fully described herein (the "Class"). 15. This action is properly maintainable as a class action. 4 5 16. The Class is so numerous that joinder of all members is impracticable. There are hundreds of shareholders who hold the approximately 7.2 million shares of Gibson common stock outstanding. The disposition of their claims in a class action will be of benefit to the parties and the Court. The record holders of the Company's securities can be easily determined from the stock transfer journals maintained by Gibson or its agents. 17. A class action is superior to other methods for the fair and efficient adjudication of the claims herein asserted, and no unusual difficulties are likely to be encountered in the management of this action as a class action. The likelihood of individual class members prosecuting separate claims is remote. 18. There is a well-defined community of interest in the questions of law and fact involved affecting the member of the Class. Among the questions of law and fact which are common to the Class, which predominate over questions affecting any individual class member are, inter alia, the following: (a) whether the Proposed Transaction is grossly unfair to the stockholders of Gibson; (b) whether defendants willfully and wrongfully failed to maximize shareholder value through an adequate auction or market check process; (c) whether defendants have breached or aided and abetted the breach of the fiduciary and other common law duties owed by them to plaintiff and the members of the Class; and 5 6 (d) whether plaintiff and the other members of the Class would be irreparably damaged were the transaction complained of herein consummated. 19. Plaintiff is a member of the Class and is committed to prosecuting this action. Plaintiff has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of other members of the Class, and plaintiff has the same interests as the other members of the Class. Plaintiff does not have interests antagonistic to or in conflict with those it seeks to represent. Plaintiff is an adequate representative of the Class. 20. The likelihood of individual class members prosecuting separate individual actions is remote due to the relatively small loss suffered by each Class member as compared to the burden and expense of prosecuting litigation of this nature and magnitude. Absent a class action, defendants are likely to avoid liability for their wrongdoing, and Class members are unlikely to obtain redress for their wrongs alleged herein. There are no difficulties likely to be encountered in the management of the Class claims. This Court is an appropriate forum for this dispute. SUBSTANTIVE ALLEGATIONS 21. By the acts, transactions, and courses of conduct alleged herein, defendants, individually and as part of a common plan and scheme and/or aiding and abetting one another in total disregard of their fiduciary duties, are attempting to deceive the 6 7 plaintiff and the Class and deprive them unfairly of their investment in Gibson. 22. On September 14, 1995, the Dow Jones News Wire reported that Gibson and Nelson had "signed a definitive agreement to acquire all the outstanding shares of C.R. Gibson," which had been unanimously approved by Gibson's board of directors. 23. Stockholders of Gibson will receive $9.00 per share in cash for each share of stock they own. The proposed transaction is valued in excess of $67 million. 24. The consideration to be paid to the Gibson shareholders in the merger is grossly unfair, inadequate, and substantially below the fair or inherent value of the Company. The $9.00 per share offering price is approximately $0.25 per share more than the unaffected trading price of the Company just one day prior to the announcement of the Proposed Transaction. This price represents only a 2.8% premium over the market price of the Company's stock. 25. The intrinsic value of the equity of Gibson is materially greater than the merger consideration, taking into account Gibson's asset value, its expected growth, and the strength of its business. The Company reported on August 8, 1995 that its sales had improved 7.5% for the six months ended June 1995 as compared to the same period in 1994. Further, Gibson reported that its second quarter net income had increased 41% because of a narrowed loss from discontinued operations. In light of its increased sales and operating efficiencies, Gibson is appropriately 7 8 valued higher than the total consideration offered under the Proposed Transaction. 26. The Proposed Transaction price is not the result of arm's length negotiations but was fixed arbitrarily by defendants and Nelson as part of the unlawful plan and scheme to obtain the ownership of Gibson at the lowest possible price. These facts have not been disclosed by defendants. 27. Additionally, defendants, in violation of their fiduciary obligations to maximize stockholder value, have not considered other potential purchasers of Gibson or its stock in a manner designed to obtain the highest possible price for Gibson public stockholders. 28. The Proposed Transaction is wrongful, unfair, and harmful to Gibson stockholders, and represents an attempt by defendants to aggrandize or, at a minimum, maintain their personal and financial positions and interests and to enrich themselves, at the expense of and to the detriment of the stockholders of the Company. The Proposed Transaction will deny class members their right to share proportionately in the true value of Gibson's valuable assets, profitable business, and future growth in profits and earnings, while usurping the same for the benefit of the defendants at an unfair and inadequate price. 29. By reason of all of the foregoing, defendants herein have willfully participated in unfair dealing toward the plaintiff and the other members of the Class and have engaged in and 8 9 substantially assisted and aided and abetted each other in breach of the fiduciary duties owed by them to the Class. 30. Defendants have violated fiduciary and other common law duties owed to the plaintiff and the other members of the Class in that they have not and are not exercising independent business judgment, and have acted and are acting to the detriment of the Class in order to benefit themselves and/or their colleagues. 31. As a result of the action of defendants, plaintiff and the Class have been and will be damaged in that they have been deceived, are the victims of unfair dealing, and are not receiving the fair value of Gibson's assets and businesses. 32. Unless enjoined by this Court, defendants will continue to breach their fiduciary duties owed to plaintiff and the Class, and will succeed in their plan to enrich themselves by excluding the Class from its fair proportionate share of Gibson's valuable assets and businesses, all to the irreparable harm of the Class. 33. The plaintiff and the Class have no adequate remedy of law. WHEREFORE, plaintiff prays for judgment and relief as follows: (a) declaring that this lawsuit is properly maintainable as a class action and certifying the plaintiff as proper representative of the Class; (b) declaring that the defendants and each of them have committed or aided and abetted an abuse of trust and have 9 10 breached their fiduciary duties to the plaintiff and the other members of the Class; (c) preliminarily and permanently enjoining defendants and their counsel, agents, employees, and all persons acting under, in concert with, or for them, from proceeding with, consummating or closing the Proposed Transaction; (d) in the event the Proposed Transaction is consummated, rescinding it and setting it aside; (e) ordering defendants to permit a stockholders' committee comprised only of class members and their representatives to ensure a fair procedure, adequate procedural safe-guards, and independent input by plaintiff and the Class in connection with any transaction for the shares of Gibson; (f) awarding damages against defendants, jointly and severally, in an amount to be determined at trial, together with prejudgment interest at the maximum rate allowable by law; (g) awarding plaintiff and the Class their costs and disbursements and reasonable allowances for plaintiff's counsel and experts' fees and expenses; and (h) granting such other and further relief as may be just and proper. Dated: September 14, 1995 ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A. By: /s/ Kevin Gross ----------------------------- Kevin Gross First Federal Plaza P.O. Box 1070 Wilmington, Delaware 19899-1070 (302) 656-4433 10 11 OF COUNSEL: WECHSLER SKIRNICK HARWOOD HALEBIAN & FEFFER LLP 805 Third Avenue New York, New York 10022 (212) 935-7400 11 -----END PRIVACY-ENHANCED MESSAGE-----