-----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, NcbKRJdzVjFJFqwUFJ2vvCKsWE83VIhefIsj8sriQrnbwzlIKFF73nCSKnjUkmT/ HOn58hVML7Mi1KvA3lIQUg== 0000950144-95-003022.txt : 19951109 0000950144-95-003022.hdr.sgml : 19951109 ACCESSION NUMBER: 0000950144-95-003022 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951108 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16451 FILM NUMBER: 95587988 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 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: 95587989 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 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 14D1 AMEND#4 & SCHEDULE 13D AMEND#2 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 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. 4 -- Final Amendment) and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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. 4 to Schedule 14D-1 and Amendment No. 2 to Schedule 13D is being filed by Thomas Nelson, Inc., a Tennessee corporation (the "Parent"), and Nelson Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the "Offeror"), to amend and supplement the Tender Offer Statement on Schedule 14D-1 and Schedule 13D, originally filed by the Parent and the Offeror on September 19, 1995, as amended September 27, 1995, October 16, 1995, and November 1, 1995 (which, together with any amendments hereto or thereto, collectively constitute the "Schedule"), with respect to the offer 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 (the "Company"), for $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, and the Supplement to the Offer to Purchase, dated October 16, 1995, previously filed as Exhibits (a)(1) and (a)(10) hereto, respectively (as supplemented and amended, the "Offer to Purchase"). The Offer to Purchase and the related Letter of Transmittal previously filed as Exhibit (a)(2) hereto together with any amendments or supplements hereto or thereto, collectively constitute the "Offer." Unless otherwise indicated herein, each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule or in the Offer to Purchase. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS. Item 5(a), (f) and (g) is hereby supplemented to include the information set forth in Item 6 of this Amendment. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 is hereby supplemented as follows: The Offer expired at 12:00 Midnight, New York City Time, on Monday, October 30, 1995. The expiration and successful completion of the Offer were disclosed in a Press Release, dated October 31, 1995, previously filed as Exhibit (a)(12) hereto. Pursuant to the Offer, 7,189,837 shares were validly tendered and accepted for payment, resulting in total ownership by the Parent and the Offerer of approximately 92.7% of the outstanding Shares on a fully diluted basis. On November 7, 1995, the Parent, the Offeror and the Company consummated the merger (the "Merger") as contemplated in the Tender Offer and Merger Agreement, dated as of September 13, 1995 and as amended October 16, 1995, among the Parent, the Offeror and the Company, previously filed as Exhibits (c)(1) and (c)(14) hereto. As a result of the Merger, the Offeror was merged into the Company, with the Company being the surviving corporation and a wholly owned subsidiary of the Parent. As a result of the consummation of the Offer and Merger, the Shares became eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On November 8, 1995, the Company filed a certification on Form 15 with the Securities and Exchange Commission, suspending its obligation to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act, and the Shares ceased to be traded on the American Stock Exchange. Stockholders holding Shares not previously tendered will be contacted by SunTrust Bank, Atlanta, as Exchange Agent, with instructions regarding the exchange of their Shares for cash. The foregoing description is qualified in its entirety by the information set forth in the Notice of Merger, dated November 8, 1995, filed as Exhibit (a)(13) hereto, describing the Merger and the related Letter of Transmittal, filed as Exhibit (a)(14) hereto, containing instructions regarding the exchange of Shares not tendered pursuant to the Offer. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby supplemented to include the information set forth in Item 6 of this Amendment. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following exhibits: (a)(13) Notice of Merger, dated November 8, 1995. (a)(14) Letter of Transmittal to accompany Notice of Merger (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). 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. 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 November 8, 1995 3 4 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------------------------------------------------------------------------------- (a)(13) -- Notice of Merger dated November 8, 1995. (a)(14) -- Letter of Transmittal to accompany Notice of Merger (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
4 EX-99.(A)(13) 2 NOTICE OF MERGER 1 Exhibit (a)(13) THE C.R. GIBSON COMPANY 32 KNIGHT STREET P.O. BOX 5220 NORWALK, CONNECTICUT 06856-5220 NOTICE OF MERGER OF NELSON ACQUISITION CORP. WITH AND INTO THE C.R. GIBSON COMPANY TO THE FORMER HOLDERS OF COMMON STOCK OF THE C.R. GIBSON COMPANY: NOTICE IS HEREBY GIVEN pursuant to Sections 253(d) and 262(d)(2) of the General Corporation Law of the State of Delaware (the "DGCL") that the merger (the "Merger") of Nelson Acquisition Corp., a Delaware corporation(the "Offeror"), with and into The C.R. Gibson Company, a Delaware corporation (the "Company"), became effective on November 7, 1995 (the "Effective Date") upon the filing of an Articles of Merger with the Delaware Secretary of State (the "Effective Time"). Immediately prior to the Merger, the Offeror was a wholly-owned subsidiary of Thomas Nelson, Inc., a Tennessee corporation (the "Parent"), and owned more than 90% of the shares of common stock, par value $0.10 per share, of the Company (the "Shares"). This notice is first being mailed on or about November 8, 1995 to holders of Shares immediately prior to the Effective Time (the "Former Stockholders"). As described below, under the terms of the Merger and the applicable provisions of the DGCL, the Shares ceased to be outstanding as of the Effective Time, and each such Share (other than Shares held by the Offeror, all of which were cancelled (the "Cancelled Shares"), and Shares held by stockholders who properly exercise the dissenters' rights referred to below) now represents solely a right to receive $9.00 in cash without interest. TO RECEIVE PAYMENT OF THE $9.00 PER SHARE IN CASH PAYABLE PURSUANT TO THE MERGER, FORMER STOCKHOLDERS MUST COMPLETE THE ENCLOSED LETTER OF TRANSMITTAL AND MUST PRESENT THE LETTER OF TRANSMITTAL AND THE STOCK CERTIFICATES FORMERLY REPRESENTING SHARES (THE "CERTIFICATES") TO SUNTRUST BANK, ATLANTA, AS EXCHANGE AGENT, IN THE MANNER DESCRIBED BELOW AND IN THE LETTER OF TRANSMITTAL THAT ACCOMPANIES THIS NOTICE. The Offeror acquired its ownership of more than 90% of the outstanding Shares following the consummation of its tender offer for all outstanding Shares that expired at 12:00 Midnight, New York City Time, on October 30, 1995 (the "Offer"), at a price of $9.00 per Share, net to the seller in cash and without interest. The Offer was made pursuant to the Tender Offer and Merger Agreement, dated as of September 13, 1995 and as amended October 16, 1995, among the Parent, the Offeror and the Company (the "Merger Agreement"). For more information concerning the Offer, the Merger Agreement and other related agreements, Former Stockholders should consult the joint Tender Offer Statement on Schedule 14D-1 and Schedule 13D (the "Schedule 14D-1/13D") filed by the Offeror and the Parent with the Securities and Exchange Commission (the "SEC") on September 19, 1995, together with the amendments and exhibits thereto, and the Solicitation/ Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on September 19, 1995, together with any amendments and exhibits thereto (the "Schedule 14D-9"). 2 Until the Effective Date, the Company filed information with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to its business, financial condition and other matters. Such reports and other information (including proxy statements distributed to the Company's stockholders and filed with the SEC), the Schedule 14D-1/13D and the Schedule 14D-9 may be inspected and copied at the public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and also should be available for inspection and copying at the regional offices of the SEC in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and Chicago (Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511). Copies of such materials also can be obtained from the Public Reference Section of the SEC in Washington, D.C., at prescribed rates. Because the Offeror held in excess of 90% of the Shares outstanding, no action was required under the DGCL by any Company stockholders other than the Offeror in order for the Merger to become effective. At the Effective Time, the separate corporate existence of the Offeror terminated and the Company, as the surviving corporation in the Merger (sometimes referred to herein as the "Surviving Corporation"), became wholly-owned by the Parent. Under the terms of the Merger Agreement and the applicable provisions of the DGCL, the Shares ceased to be outstanding as of the Effective Time, and each such Share (other than the Cancelled Shares and Shares as to which appraisal rights are properly exercised) now represents solely a right to receive $9.00 per Share in cash without interest. In addition, under the terms of the Merger Agreement and the applicable provisions of the DGCL, each share of common stock, no par value per share, of the Offeror outstanding as of the Effective Time (all of which were owned by the Parent) was converted into one Share of the Surviving Corporation. As a result, all of the outstanding common stock of the Surviving Corporation is now owned by the Parent. SunTrust Bank, Atlanta, has been appointed Exchange Agent (the"Exchange Agent") for the purposes of receiving the Certificates formerly representing Shares and transmitting cash payments to Former Stockholders. A Letter of Transmittal accompanies this Notice of Merger for your use in surrendering your Certificates to the Exchange Agent. Certificates accompanied by a properly completed Letter of Transmittal should be presented to the Exchange Agent promptly in order to obtain payment of $9.00 per Share pursuant to the Merger. At the Effective Time, the Share transfer books of the Company were closed and no transfers of Shares could thereafter be made. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the $9.00 per share in cash may be paid to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. At any time following six months after the Effective Date, any funds (including the proceeds of any investments thereof) that have been made available to the Exchange Agent and that have not been disbursed to holders of Certificates shall be repaid to the Surviving Corporation, and thereafter such holders will be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors with respect to the cash payable upon due surrender of such certificates. Until a Certificate that formerly represented Shares (other than the Cancelled Shares and Shares as to which appraisal rights are properly exercised) is actually surrendered for exchange, it shall represent solely the right to receive the cash into which the Shares it theretofore represented were converted, without interest. Upon the surrender and exchange of such a Certificate to the Exchange Agent, along with a properly completed Letter of Transmittal, the holder thereof shall be paid as soon as practicable, without interest, by check mailed to the address specified by such holder in the Letter of Transmittal, for the Shares held by it at the Effective Time. Under Sections 253(d) and 262 of the DGCL, the Former Stockholders who do not wish to accept the cash payment to which they became entitled pursuant to the Merger have the right to seek appraisal of the value of their Shares in the Delaware Court of Chancery. Former Stockholders who do not wish to accept the $9.00 in cash per Share and who wish to assert their rights to an appraisal as to such Shares must so notify the Surviving Corporation in writing at: Secretary, The C.R. Gibson Company, c/o Thomas Nelson, Inc., Nelson Place at Elm Hill Pike, Nashville, Tennessee 37214-1000, Attention: Joe L. Powers, within 20 days after the date of mailing of this Notice of Merger, as indicated by the postmark on the envelope containing this Notice 2 3 of Merger. Such notification should be sent by registered or certified mail, with return receipt requested. Such written notice from a Former Stockholder wishing to assert appraisal rights must reasonably inform the Surviving Corporation of the identity of such stockholder, and that such stockholder intends thereby to demand appraisal of its Shares. IN ADDITION, TO PERFECT THEIR APPRAISAL RIGHTS, DISSENTING FORMER STOCKHOLDERS MUST COMPLY WITH ALL OF THE CONDITIONS AND OTHER PROCEDURES EXPLAINED UNDER "RIGHTS OF DISSENTING STOCKHOLDERS" IN ANNEX I TO THIS NOTICE AND SET FORTH IN THE TEXT OF SECTION 262 OF THE DGCL, A COPY OF WHICH IS ATTACHED TO THIS NOTICE AS ANNEX III. UNDER DELAWARE LAW, THE PROCEDURES TO OBTAIN APPRAISAL RIGHTS MUST BE CARRIED OUT BY AND IN THE NAME OF HOLDERS OF RECORD OF SHARES. Former Stockholders who are the beneficial but not the record owners of Shares (such as Shares held by a broker in "street name" rather than in the name of the beneficial owner thereof) and who wish to exercise such appraisal rights, are advised to consult promptly with the record owners as to the timely exercise of such rights and to cause such record owners to make the appropriate demand. FAILURE TO FOLLOW STRICTLY THE PROCEDURES SET FORTH IN SECTION 262 OF THE DGCL MAY RESULT IN A TERMINATION OR LOSS OF APPRAISAL RIGHTS UNDER SECTION 262 OF THE DGCL. The foregoing description does not purport to be a complete summary of the applicable provisions of Sections 253 and 262 of the DGCL, and is qualified in its entirety by reference to such provisions, which are attached hereto in full as Annex II and Annex III, respectively, and the narrative summary of Section 262, which is attached hereto as Annex I. THE C.R. GIBSON COMPANY Dated: November 8, 1995 3 4 ANNEX I RIGHTS OF DISSENTING STOCKHOLDERS Under Section 262 of the DGCL, any Former Stockholder who does not wish to accept the per Share cash consideration pursuant to the Merger has the right to seek an appraisal and be paid the "fair value" of Shares held as of the Effective Time (exclusive of any element of value arising from the accomplishment or expectation of the Merger) judicially determined and paid to it in cash, together with a fair rate of interest, provided that such holder complies with the provisions of such Section 262 of the DGCL. The Company is required to send a notice to that effect to each Former Stockholder within 10 days after the Effective Date. The Notice of Merger, of which this Annex I is a part, constitutes such notice. The following is a brief summary of the statutory procedures to be followed by a Former Stockholder in order to dissent from the Merger and perfect appraisal rights under Delaware law. THIS SUMMARY IS NOT INTENDED TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SECTION 262 OF THE DGCL, THE TEXT OF WHICH IS SET FORTH IN ANNEX III. ANY FORMER STOCKHOLDER CONSIDERING DEMANDING APPRAISAL IS ADVISED TO CONSULT LEGAL COUNSEL. Former Stockholders of record who desire to exercise their appraisal rights must fully satisfy all of the following conditions. A written demand for appraisal of Shares must be delivered to the Secretary of the Surviving Corporation within 20 days after the date of mailing of this Notice of Merger. A demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder's name appears on the stock certificates. If Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that in exercising the demand, it is acting as agent for the record owner. A record owner, such as a broker, who holds Shares as a nominee for others, may exercise appraisal rights with respect to the Shares held for all or less than all beneficial owners of Shares as to which the holder is the record owner. In such case the written demand must set forth the number of Shares covered by such demand. Where the number of Shares is not expressly stated, the demand will be presumed to cover all Shares outstanding at the Effective Time in the name of such record owner. Beneficial owners who are not record owners and who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements with respect to the exercise of appraisal rights before the expiration of the 20-day period. Former Stockholders who elect to exercise appraisal rights must mail or deliver their written demands to: Secretary, The C.R. Gibson Company, c/o Thomas Nelson, Inc., Nelson Place at Elm Hill Pike, Nashville, Tennessee 37214-1000, Attention: Joe L. Powers. The written demand for appraisal should specify the stockholder's name and mailing address, the number of Shares covered by the demand and that the stockholder is thereby demanding appraisal of such Shares. Within 120 days after the Effective Date, either the Company or any stockholder who has complied with the required conditions of Section 262 of the DGCL and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares of the dissenting stockholders. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the Shares owned by such stockholders, determining the fair value of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. I-1 5 Former Stockholders who in the future consider seeking appraisal should have in mind that the fair value of their Shares determined under Section 262 of the DGCL could be more than, the same as, or less than the per Share cash consideration paid pursuant to the Merger if they do seek appraisal of their Shares, and that opinions of investment banking firms as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262 of the DGCL. Moreover, the Parent intends to cause the Surviving Corporation to argue in any appraisal proceeding that, for purposes thereof, the "fair value" of the Shares is less than that paid in the Offer. The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. Upon application of a dissenting stockholder, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all Shares entitled to appraisal. In the absence of such determination or assessment, each party bears its own expenses. Any Former Stockholder who has duly demanded appraisal in compliance with Section 262 of the DGCL will not, after the Effective Time, be entitled to vote for any purpose the Shares subject to such demand or to receive payment of dividends or other distributions on such Shares, except for dividends or other distributions payable to stockholders of record at a date prior to the Effective Date. At any time within 60 days after the Effective Date, any Former Stockholder shall have the right to withdraw its demand for appraisal and to accept the per Share cash consideration pursuant to the Merger. After this period, such holder may withdraw its demand for appraisal only with the written consent of the Surviving Corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the Effective Date, stockholders' rights to appraisal shall cease and all stockholders shall be entitled to receive the per Share cash consideration pursuant to the Merger. Inasmuch as the Surviving Corporation has no obligation to file such a petition, and the Parent has no present intention to cause or permit the Surviving Corporation to do so, any stockholder who desires such a petition to be filed is advised to file it on a timely basis. However, no petition timely filed in the Delaware Court of Chancery demanding appraisal shall be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. Failure to take any required step in connection with the exercise of appraisal rights may result in the termination or waiver of such rights. THE FOREGOING IS A BRIEF SUMMARY OF SECTION 262 OF THE DGCL WHICH SETS FORTH THE PROCEDURES FOR DISSENTING FROM THE MERGER AND DEMANDING STATUTORY APPRAISAL RIGHTS. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SECTION 262 OF THE DGCL, A COPY OF WHICH IS ATTACHED HERETO AS ANNEX III. I-2 6 ANNEX II GENERAL CORPORATION LAW OF DELAWARE SECTION 253. MERGER OF PARENT CORPORATION AND SUBSIDIARY OR SUBSIDIARIES. (a) In any case in which at least 90% of the outstanding shares of each class of the stock of a corporation or corporations is owned by another corporation and 1 of the corporations is a corporation of this State and the other or others are corporations of this State, or any other state or states, or the District of Columbia and the laws of the other state or states, or the District permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction, the corporation having such stock ownership may either merge the other corporation or corporations into itself and assume all of its or their obligations, or merge itself, or itself and 1 or more of such other corporations, into 1 of the other corporations by executing, acknowledging and filing, in accordance with section 103 of this title, a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors to so merge and the date of the adoption; provided, however, that in case the parent corporation shall not own all the outstanding stock of all the subsidiary corporations, parties to a merger as aforesaid, the resolution of the board of directors of the parent corporation shall state the terms and conditions of the merger, including the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving corporation upon surrender of each share of the subsidiary corporation or corporations not owned by the parent corporation. If the parent corporation be not the surviving corporation, the resolution shall include provision for the pro rata issuance of stock of the surviving corporation to the holders of the stock of the parent corporation on surrender of any certificates therefor, and the certificate of ownership and merger shall state that the proposed merger has been approved by a majority of the outstanding stock of the parent corporation entitled to vote thereon at a meeting duly called and held after 20 days' notice of the purpose of the meeting mailed to each such stockholder at his address as it appears on the records of the corporation if the parent corporation is a corporation of this State or state that the proposed merger has been adopted, approved, certified, executed and acknowledged by the parent corporation in accordance with the laws under which it is organized if the parent corporation is not a corporation of this State. A certified copy of the certificate shall be recorded in the office of the recorder of the county in this State in which the registered office of each constituent corporation which is a corporation of this State is located. If the surviving corporation exists under the laws of the District of Columbia or any state or jurisdiction other than this State, subsection (d) of section 252 of this title shall also apply to a merger under this section. (b) If the surviving corporation is a Delaware corporation, it may change its corporate name by the inclusion of a provision to that effect in the resolution of merger adopted by the directors of the parent corporation and set forth in the certificate of ownership and merger, and upon the effective date of the merger, the name of the corporation shall be so changed. (c) Subsection (d) of section 251 of this title shall apply to a merger under this section, and subsection (e) of section 251 of this title shall apply to a merger under this section in which the surviving corporation is the subsidiary corporation and is a corporation of this State. References to "agreement of merger" in subsections (d) and (e) of section 251 of this title shall mean for purposes of this subsection the resolution of merger adopted by the board of directors of the parent corporation. Any merger which effects any changes other than those authorized by this section or made applicable by this subsection shall be accomplished under section 251 or section 252 of this title. Section 262 of this title shall not apply to any merger effected under this section, except as provided in subsection (d) of this section. (d) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under this section is not owned by the parent corporation immediately prior to the merger, the stockholders of the subsidiary Delaware corporation party to the merger shall have appraisal rights as set forth in section 262 of this title. (e) A merger may be effected under this section although 1 or more of the corporations parties to the merger is a corporation organized under the laws of a jurisdiction other than 1 of the United States; provided that the laws of such jurisdiction permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction. II-1 7 ANNEX III GENERAL CORPORATION LAW OF DELAWARE SECTION 262. APPRAISAL RIGHTS. (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to section 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of his shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to section 251, 252, 254, 257, 258, 263 or 264 of this title: (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of section 251 of this title. (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to section 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except: a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders; c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a.and b. of this paragraph; or d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph. (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under section 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. III-1 8 (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of his shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of his shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of his shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or (2) If the merger or consolidation was approved pursuant to section 228 or 253 of this title, the surviving or resulting corporation, either before the effective date of the merger or consolidation or within 10 days thereafter, shall notify each of the stockholders entitled to appraisal rights of the effective date of the merger or consolidation and that appraisal rights are available for any or all of the shares of the constituent corporation, and shall include in such notice a copy of this section. The notice shall be sent by certified or registered mail, return receipt requested, addressed to the stockholder at his address as it appears on the records of the corporation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of the notice, demand in writing from the surviving or resulting corporation the appraisal of his shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of his shares. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw his demand for appraisal and to accept theterms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after his written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later. III-2 9 (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation. (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior tothe final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted his certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that he is not entitled to appraisal rights under this section. (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state. (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. III-3 10 (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded his appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of his demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just. (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. III-4 EX-99.(A)(14) 3 LETTER OF TRANSMITTAL 1 Exhibit (a)(14) LETTER OF TRANSMITTAL To Accompany Certificates Which Represented Shares of Common Stock of THE C. R. GIBSON COMPANY Surrendered in Exchange for Cash Pursuant to the Merger with NELSON ACQUISITION CORP. a wholly owned subsidiary of THOMAS NELSON, INC. TO: SUNTRUST BANK, ATLANTA, EXCHANGE AGENT By Hand: By Overnight Courier: By Mail: 58 Edgewood Avenue 58 Edgewood Avenue P.O. Box 4625 Room 225 Annex Room 225 Annex Atlanta, Georgia 30302 Atlanta, Georgia 30303 Atlanta, Georgia 30303
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. - --------------------------------------------------------------------------------------------------------- DESCRIPTION OF CERTIFICATE(S) SURRENDERED - --------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATES SURRENDERED CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY) - --------------------------------------------------------------------------------------------------------- TOTAL NUMBER OF SHARES CERTIFICATE REPRESENTED BY NUMBER(S) CERTIFICATE(S) ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ TOTAL SHARES SURRENDERED - ---------------------------------------------------------------------------------------------------------
2 NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby surrenders to SunTrust Bank, Atlanta, as exchange agent ("Exchange Agent"), of The C.R. Gibson Company, a Delaware corporation (the "Surviving Corporation," and referred to with respect to the period prior to the Merger (as defined below) as the "Company") and a wholly owned subsidiary of Thomas Nelson, Inc., a Tennessee Corporation ("Parent"), the above-described certificate(s) (the "Certificate(s)") formerly representing shares of common stock, par value $0.10 per share (the "Shares"), of the Company in exchange for $9.00 per Share in cash and without interest pursuant to the terms and subject to the conditions of the Tender Offer and Merger Agreement dated as of September 13, 1995 and as amended October 16, 1995, among the Company, the Parent and Nelson Acquisition Corp., a Delaware corporation ("Offeror") and former wholly owned subsidiary of Parent (the "Merger Agreement"), and in connection with the merger of Offeror with and into the Company (the "Merger'). The Merger became effective on November 7, 1995 and is described in the Notice of Merger, dated November 8, 1995 (the "Notice of Merger"), that accompanies this Letter of Transmittal and receipt of which is hereby acknowledged. As a result of the Merger, each Share (other than Shares owned by Offeror, Parent or any subsidiary of Parent) has been cancelled and converted automatically into the right to receive $9.00 per Share in cash and without interest pursuant to the terms and subject to the conditions of the Merger Agreement (the "Merger Consideration"). The undersigned understands that upon delivery of this Letter of Transmittal to the Exchange Agent in accordance with the instructions contained herein, together with the Certificate(s), a check in payment of $9.00 per Share represented by the Certificate(s) transmitted herewith will be issued and mailed to the undersigned at the address set forth below unless otherwise indicated under "Special Payment Instructions" or "Special Delivery Instructions." The surrender of the Certificate(s) shall not be affected by, and shall survive the death or incapacity of, the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. The undersigned hereby represents and warrants that the undersigned has full power and authority to surrender the Certificate(s) surrendered herewith and that the Shares represented by such Certificate(s) are free and clear of all liens, restrictions, charges and encumbrances and will not be subject to any adverse claim. The undersigned, upon request, will execute and deliver any additional documents deemed by the Exchange Agent, the Surviving Corporation or Parent to be necessary or desirable in connection with the surrender of the Certificate(s). The undersigned hereby acknowledges that delivery of the Certificate(s) shall be effected, and risk of loss and title to the Certificate(s) shall pass, only upon proper delivery thereof to the Exchange Agent. / / CHECK HERE IF ANY OF THE CERTIFICATES WHICH REPRESENTED SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED. YOU MUST CONTACT THE EXCHANGE AGENT TO OBTAIN INSTRUCTIONS FOR REPLACING SUCH CERTIFICATES. SEE INSTRUCTION 7. 2 3 SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if the check for the To be completed ONLY if the check for the aggregate Merger Consideration is to be aggregate Merger Consideration is to be sent issued in the name of someone other than to someone other than the undersigned, or to the undersigned. the undersigned at an address other than that Issue check to: above. Name: _______________________________________ Mail check to: (Please Print) Name: ______________________________________ Address: ____________________________________ (Please Print) Address: ___________________________________ _____________________________________________ (Include Zip Code) ____________________________________________ (Include Zip Code) _____________________________________________ (Employer Identification or Social Security Number)
3 4 ____________________________________________________________________________________________________ SIGN SIGN HERE HERE (ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW) ____________________________________________________________________________________________________ ____________________________________________________________________________________________________ (SIGNATURE(S) OF STOCKHOLDER(S)) Dated:_____________________ , 1995 (Must be signed by registered holder(s) exactly as name(s) appear(s) on the surrendered Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information and see Instruction 3.) Dated:_____________________ , 1995 Name(s)_____________________________________________________________________________________________ ____________________________________________________________________________________________________ (PLEASE PRINT) Capacity (Full Title)_______________________________________________________________________________ Address:____________________________________________________________________________________________ ____________________________________________________________________________________________________ (INCLUDE ZIP CODE) Daytime Area Code and Telephone No._________________________________________________________________ Employer Identification or Social Security Number___________________________________________________ GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTIONS 3 AND 4) Authorized Signature________________________________________________________________________________ Name________________________________________________________________________________________________ ____________________________________________________________________________________________________ (PLEASE PRINT) Name of Firm________________________________________________________________________________________ Address_____________________________________________________________________________________________ ____________________________________________________________________________________________________ (INCLUDE ZIP CODE) Area Code and Telephone No. ( )__________________________________________________________________ Dated:____________________ , 1995 ____________________________________________________________________________________________________
4 5 INSTRUCTIONS FOR SURRENDERING CERTIFICATES WHICH REPRESENTED SHARES OF COMMON STOCK IN EXCHANGE FOR CASH 1. EXECUTION AND DELIVERY OF LETTER OF TRANSMITTAL To receive the Merger Consideration, this Letter of Transmittal or a facsimile hereof must be properly completed, dated, and signed, and must be received together with your Certificate(s) that represented Shares by the Exchange Agent at either of the addresses set forth on the front cover of this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than as set forth on the front cover will not constitute a valid delivery. THE METHOD OF DELIVERY TO THE EXCHANGE AGENT IS AT YOUR OPTION AND RISK; IF SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS SUGGESTED. A pre-addressed envelope is enclosed for your convenience. The check for any cash payment to which a holder may be entitled will be mailed as soon as practicable following the processing by the Exchange Agent of the properly completed Letter of Transmittal pursuant to and in accordance with the provisions of this Letter of Transmittal. If special issuance instructions are provided in this Letter of Transmittal, or if these instructions are not properly followed, the mailing of the check may be delayed. 2. INADEQUATE SPACE If there is insufficient space on this Letter of Transmittal to list all your Certificates being submitted to the Exchange Agent, please attach a separate list. 3. SIGNATURES The signatures on this Letter of Transmittal should correspond exactly with the name as written on the face of the Certificate(s) transmitted unless the shares described on this Letter of Transmittal have been transferred or assigned by the registered holder or holders. In that case, this Letter of Transmittal should be signed in exactly the same form as the name of the last transferee or assignee, who should comply with Instruction 4. In the case of joint holders, all joint holders should sign. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, officer of a corporation, or attorney-in-fact, or by a person acting in any other representative or fiduciary capacity, the person signing must give his or her full title, and appropriate evidence of authority to act in such capacity must be forwarded with this Letter of Transmittal. If additional documents are required by the Exchange Agent, you will be so advised. If this Letter of Transmittal is signed on behalf of a partnership, each general partner must sign this Letter of Transmittal and include each partner's name, address and telephone number. If any holder's Shares are registered in different ways on different Certificates, it will be necessary for the stockholder to complete, sign, and submit as many separate Letters of Transmittal as there are different registrations, or the holder may provide only one Letter of Transmittal and sign it each way his or her name appears on different Certificates. However, each signature must be guaranteed as described in Instruction 4. 4. SPECIAL ISSUANCE INSTRUCTIONS AND SPECIAL DELIVERY INSTRUCTIONS If a check in payment for the Certificate(s) is to be made to someone other than the registered holder of the surrendered Certificate(s) (for example, if the Certificate(s) has been transferred or assigned and the transfer has not been registered on the books of the Company), please complete the "Special Payment Instructions" box in this Letter of Transmittal. If the check is to be issued and made payable to the registered holder but delivered to an address different from that appearing above, or if the check is to be issued and made payable to someone other than the registered holder and delivered to an address different from that appearing in the box entitled "Special Payment Instructions," please complete the "Special Delivery Instructions" box. In addition, in each case please comply with the following: (a) Endorsement and Guarantee of Signatures on Certificates. If this Letter of Transmittal is signed by the registered holder of the surrendered Certificate(s), then no endorsement of such surrendered Certificate(s) is necessary. Otherwise, the surrendered Certificate(s) must be properly endorsed (or accompanied by appropriate stock powers properly executed by the registered holder of such Certificate(s)) to the person who signed this Letter of Transmittal. The signature of the registered holder on the endorsement or stock powers must correspond with the name as written upon the face of the Certificate in every particular and must be guaranteed by an eligible guarantor institution. Generally an eligible guarantor institution ("Eligible Institution"), as defined in Rule 17Ad-15 of the regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") means: (i) banks (as that term is defined in Section 3(a) of the Federal Deposit Insurance Act); (ii) brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, and government securities brokers (as those terms are defined under the Exchange Act); (iii) credit unions (as that term is defined in Section 19(b)(1)(A) of the Federal Reserve Act); (iv) national securities exchanges, registered 5 6 securities associates, clearing agencies (as those terms are used under the Exchange Act); and (v) savings associations (as that term is defined in Section 3(b) of the Federal Deposit Insurance Act). (b) Guarantee of Signatures on Letter of Transmittal. Signatures on this Letter of Transmittal need not be guaranteed if the Certificate(s) surrendered herewith are surrendered by a registered holder who has not completed the box entitled "Special Payment Instructions" or "Special Delivery Instructions." Otherwise, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. (c) Transfer Taxes. Except as otherwise provided in this Instruction 4(c), the Surviving Corporation will pay any transfer or other taxes with respect to the sale and transfer to it or its order of the Certificate(s) surrendered herewith. If, however, payment of the purchase price is to be made to any person other than the registered holder(s), the amount of any transfer or other taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the payment to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. 5. CORRECTION OR CHANGE OF NAME OR ADDRESS For correction of name or for a change in name that does not involve a change of ownership, proceed as described in this Instruction 5. For a change in name by marriage or comparable change, the surrendered stock certificate should be endorsed, e.g., "Mary Doe, now by marriage Mary Smith," with the signature guaranteed as described in Instruction 4 above. For a correction in name, the surrendered certificate should be endorsed, e.g., "James E. Jones, incorrectly inscribed J.B. Jones," with the signature guaranteed as described in Instruction 4 above. A correction of or change in address of the registered holder should be indicated by crossing out the address shown on the label and writing in the new or correct address. 6. SUBSTITUTE FORM W-9 Under the federal income tax laws, the Exchange Agent will be required to withhold 31% of the amount of any reportable payments made to certain holders of Certificates that represented Shares. In order to prevent backup withholding, a record holder of Shares is required to notify the Exchange Agent of such holder's correct taxpayer identification number by completing the Substitute Form W-9 certifying (a) that the taxpayer identification number provided is correct (or that such holder is awaiting a taxpayer identification number), and (b) that (i) the holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of failure to report all interests or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. In general, if a holder or payee is an individual, the TIN is the Social Security Number of such individual. If the Exchange Agent is not provided with the correct TIN, the holder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service. Certain holders of Certificates (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that holder must submit an Internal Revenue Service Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Exchange Agent. See Instruction 8. FOR FURTHER INFORMATION CONCERNING BACKUP WITHHOLDING AND INSTRUCTIONS FOR COMPLETING THE SUBSTITUTE FORM W-9 (INCLUDING HOW TO OBTAIN A TIN IF YOU DO NOT HAVE ONE AND HOW TO COMPLETE THE SUBSTITUTE FORM W-9 IF SHARES WERE HELD IN MORE THAN ONE NAME), CONSULT THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9. Failure to complete the Substitute Form W-9 will not, by itself, cause a Certificate(s) to be deemed invalidly surrendered, but may require the Exchange Agent to withhold 31% of cash proceeds with respect to the surrender of Certificate(s). Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. 7. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES Any holder of a Certificate(s) that represented Shares whose Certificate(s) has been mutilated, lost, stolen, or destroyed should (i) complete this Letter of Transmittal and check the appropriate box above and (ii) contact the Exchange Agent immediately. The Exchange Agent will provide such holder with all necessary forms and instructions to replace any mutilated, lost, stolen or destroyed Certificates. The holder also may be required to give the Company a bond as indemnity against any claim that may be made against it with respect to the Certificate(s) alleged to have been mutilated, lost, stolen, or destroyed. 6 7 8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES Questions relating to the exchange of Certificates, as well as requests for assistance or for additional copies of this Letter of Transmittal may be directed to the Exchange Agent at the address set forth on the front cover of the Letter of Transmittal, by telephone at (800) 568-3476 or by facsimile at (404) 332-3875 or (404) 332-3966. 9. SUPPORTING EVIDENCE In case any Letter of Transmittal, Certificate endorsement or stock power is executed by an agent, attorney, administrator, executor, guardian, trustee or in any other fiduciary or representative capacity, or by an officer of a corporation on behalf of such corporation, there should be submitted with this Letter of Transmittal and surrendered Certificate(s) documentary evidence of the authority of the person making such execution to assign, sell or transfer shares. Such documentary evidence of authority must be in a form satisfactory to the Exchange Agent. See Instruction 8. 10. MISCELLANEOUS Neither the Surviving Corporation nor the Exchange Agent shall be under any duty to give notification of defects in the surrender of Certificate(s), and they shall not incur any liability for failure to give such notification. The Surviving Corporation shall have the absolute right to reject any or all of such surrenders that are not in proper form and to waive any defects in or conditions of such surrenders. 11. TERMINATION OF APPOINTMENT OF EXCHANGE AGENT The appointment of the Exchange Agent shall terminate six months after the Effective Date. Following the termination of the appointment of the Exchange Agent, holders of Certificates should contact: Secretary, The C.R. Gibson Company, c/o Thomas Nelson, Inc., Nelson Place at Elm Hill Pike, Nashville, Tennessee 37214-1000, Attention: Joe L. Powers. 12. CERTIFICATES NOT SURRENDERED A check in payment for the Certificate(s) surrendered will be sent only to persons who deliver this Letter of Transmittal, properly completed and executed, to the Exchange Agent, together with Certificate(s) being surrendered herewith and other documents required by these Instructions. The Shares are no longer transferrable on the books of the Company. None of the Offeror, the Parent, the Company or the Surviving Corporation in the Merger will be liable to any holder for any amount paid to a public official pursuant to applicable abandoned property laws. Six months after the Effective Date, cash made available to the Exchange Agent shall be returned to Surviving Corporation upon its request, and thereafter holders of Certificates shall look only to the Surviving Corporation for cash to which they are entitled. IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES OR ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT IN ORDER FOR THE HOLDER OF SUCH CERTIFICATE(S) TO RECEIVE THE MERGER CONSIDERATION. 7 8 ______________________________________________________________________________________________________________________________ PAYER'S NAME: SUNTRUST BANK, ATLANTA ______________________________________________________________________________________________________________________________ SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ____________________________________________________ Social Security Number(s) OR ____________________________________________________ Employer Identification Number(s) _________________________________________________________________________________________________ PART 2 -- Certification -- Under penalties of perjury, I certify that: PART 3 -- Department of the Treasury Internal (1) the number shown on this form is my correct Taxpayer Identification Awaiting TIN / / Revenue Service Number (or I am waiting for a number to be issued to me); and _____________________ Payer's Request (2) I am not subject to backup withholding because (a) I am exempt from for Taxpayer backup withholding or (b) I have not been notified by the Internal PART 4 -- Identification Revenue Service (the "IRS") that I am subject to backup withholding Number (TIN) as a result of a failure to report all interest or dividends or (c) Exempt TIN / / the IRS has notified me that I am no longer subject to backup withholding. _________________________________________________________________________________________________ Certification instructions -- You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax returns. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4 above. SIGNATURE ___________________________________________ DATE _________________________, 1995 ______________________________________________________________________________________________________________________________
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, if I do not provide a taxpayer identification number to the Exchange Agent, 31% of all reportable payments made to me will be withheld, but will be refunded if I provide a certified taxpayer identification number within 60 days. ________________________________________ ____________________________________ Signature Date NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. NOVEMBER 8, 1995 8 9 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payer. - --------------------------------------------------------- GIVE THE FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY NUMBER OF-- - --------------------------------------------------------- 1. An individual's account The individual 2. Two or more individuals (joint The actual owner of account) the account or, if combined funds, the first individual on the account(1) 3. Husband and wife (joint The actual owner of account) the account or, if joint funds, the first individual on the account(1) 4. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 5. Adult and minor (joint account) The adult, or if the minor is the only contributor, the minor(1) 6. Account in the name of guardian The ward, minor, or or committee for a designated incompetent ward, minor, or incompetent person(3) person 7. a. The usual revocable savings The grantor- trust account (grantor is trustee(1) also trustee) b. So-called trust account that The actual owner(1) is not a legal or valid trust under State law - --------------------------------------------------------- GIVE THE EMPLOYER FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF-- - --------------------------------------------------------- 8. Sole proprietorship account The owner(4) 9. A valid trust, estate, or Legal entity (Do pension trust not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) 10. Corporate account The corporation 11. Religious, charitable, or The organization educational organization account 12. Partnership account held in the The partnership name of the business 13. Association, club, or other The organization tax-exempt organization 14. A broker or registered nominee The broker or nominee 15. Account with the Department of The public entity Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments - --------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. If the owner does not have an employer identification number, furnish the owner's social security number. (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. 10 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on interest, dividends, and broker transactions payments include the following: - A corporation. - A financial institution. - An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under Section 403(b)(7). - The United States or any agency or instrumentality thereof. - A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof. - A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. - An international organization or any agency, or instrumentality thereof. - A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. - A real estate investment trust. - A common trust fund operated by a bank under section 584(a). - An entity registered at all times under the Investment Company Act of 1940. - A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: - Payments to nonresident aliens subject to withholding under section 1441. - Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. - Payments of patronage dividends where the amount received is not paid in money. - Payments made by certain foreign organizations. - Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: - Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. - Payments of tax-exempt interest (including exempt-interest dividends under section 852). - Payments described in section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under section 1451. - Payments made by certain foreign organizations. - Payments made to a nominee. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A. PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Beginning January 1, 1993, payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. -----END PRIVACY-ENHANCED MESSAGE-----