-----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, Hdc9PsVDaVOqkVa8lz9lANa/RmPY8p5OTcM4PNALLV4gtsUFDwLiS0sAtRRR0n/2 7J9jjFJBFgaj4HJWiTVguA== 0000921895-00-000299.txt : 20000418 0000921895-00-000299.hdr.sgml : 20000418 ACCESSION NUMBER: 0000921895-00-000299 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000417 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NASHUA CORP CENTRAL INDEX KEY: 0000069680 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 020170100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 001-05492 FILM NUMBER: 603296 BUSINESS ADDRESS: STREET 1: 44 FRANKLIN ST STREET 2: PO BOX 2002 CITY: NASHUA STATE: NH ZIP: 03061-2002 BUSINESS PHONE: 6038802323 MAIL ADDRESS: STREET 1: 44 FRANKLIN STREET STREET 2: P O BOX 2002 CITY: NASHUA STATE: NH ZIP: 03061-2002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEWCASTLE PARTNERS L P CENTRAL INDEX KEY: 0000932334 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752574953 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 4514 COLE AVE STREET 2: STE 600 CITY: DALLAS STATE: TX ZIP: 79205 BUSINESS PHONE: 2145597145 MAIL ADDRESS: STREET 1: 4514 COLE AVE STREET 2: STE 600 CITY: DALLAS STATE: TX ZIP: 79205 DFAN14A 1 DFAN14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) Filed by the Registrant / / Filed by a Party other than the Registrant: /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 NASHUA CORPORATION (Name of Registrant as Specified In Its Charter) THE NEWCASTLE PARTNERS' VALUE REALIZATION COMMITTEE (Name of Persons(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials: / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: -2- LETTER TO NASHUA CORP. FROM NEWCASTLE PARTNERS' VALUE REALIZATION COMMITTEE DALLAS, April 17/PRNewswire/ -- The following letter was sent to Nashua Corporation's (NYSE:NSH - news) chairman by The Newcastle Partners' Value Realization Committee: The Newcastle Partners' Value Realization Committee c/o Newcastle Partners, L.P. 4514 Cole Avenue, Suite 600 Dallas, Texas 75205 April 15, 2000 VIA FAX TO: (603) 880-2633 - -------------------------- Gerald G. Garbacz Chairman of the Board of Directors Nashua Corporation 44 Franklin Street Nashua, New Hampshire Dear Gerry: Thank you for inviting us to submit to you in writing the proposal we outlined to you over the telephone Saturday afternoon. As we discussed with you on Saturday, our motivation in making this proposal is to avert an outcome which, in our view, serves no one's best interests, but which now seems highly likely: the current board is forced to relinquish control of the company; but the company it relinquishes control of has been dramatically and irrevocably transformed, notwithstanding substantial concerns on the part of shareholders. In hopes of averting this outcome, and in hopes of bringing about the shareholder-oriented review of the company and its prospects, including the Rittenhouse acquisition, that has been our objective, we propose to you the following: The current board agrees to postpone closing of the Rittenhouse acquisition until such time as described below; The current board agrees to support the election of two of our nominees to the board; The current board agrees to name our two nominees, if and when elected to the board, and one member of the current board (other than yourself) to a special committee of the board to (a) review the company and its prospects, including the Rittenhouse acquisition, and (b) make a recommendation to the board regarding the company and its prospects, including the Rittenhouse acquisition; The current board agrees to take immediately whatever corporate action, if any, is necessary to: Remove the company's "poison pill"; Enable shareholders to act by written consent; Enable shareholders to call a special meeting; The current board agrees that, if the special committee recommends to the board some course of action other than the acquisition of Rittenhouse as presently structured, it will not close the acquisition within 90 days of the special committee making its recommendation; The Newcastle Partners' Value Realization Committee agrees to withdraw two of its nominees for election to the board at this year's annual shareholders meeting; The Newcastle Partners' Value Realization Committee agrees that, if the special committee recommends to the board the acquisition of Rittenhouse as presently structured, the company may proceed with the acquisition immediately after receipt of the special committee's recommendation; The Newcastle Partners' Value Realization Committee agrees that, if the special committee has not made a recommendation to the board on or before June 30, 2000, the special committee will be disbanded and the company may proceed with the acquisition of Rittenhouse immediately thereafter. We sincerely hope you will give this proposal your serious consideration. We would be pleased to respond to any questions or comments it prompts at your convenience. Sincerely, /s/ Mark E. Schwarz Mark E. Schwarz The Newcastle Partners' Value Realization Committee -----END PRIVACY-ENHANCED MESSAGE-----