-----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, RDv7UBdknCFnJ9/Rpc7t8H+ey9aCwc0pQu+xvwM6dJ2LN/9FSpiDAYgF5vLlg4ne BmRUVQmrP2xeKP64jwnRFQ== 0000950172-00-000773.txt : 20000418 0000950172-00-000773.hdr.sgml : 20000418 ACCESSION NUMBER: 0000950172-00-000773 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000417 FILER: 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: DEFA14A SEC ACT: SEC FILE NUMBER: 001-05492 FILM NUMBER: 603077 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 DEFA14A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] 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-12 NASHUA CORPORATION - ---------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - ---------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (Set forth the amount on which the filing fee is calculated and state how it was determined): 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: [Letterhead of Nashua Corporation] FOR IMMEDIATE RELEASE Contact: Paul Verbinnen/Judy Brennan Sard Verbinnen & Co. 212-687-8080 NASHUA CORPORATION COMPLETES RITTENHOUSE ACQUISITION NEW COMPANY WILL BE #1 IN HIGH-GROWTH SPECIALIZED DIRECT THERMAL PAPER MARKET AND HAVE MORE THAN $300 MILLION IN ANNUAL SALES RITTENHOUSE CHAIRMAN AND CEO ANDREW ALBERT BECOMES NASHUA PRESIDENT AND CHIEF OPERATING OFFICER ------------------------------------ NASHUA, N.H., APRIL 17, 2000 -- Nashua Corporation (NYSE: NSH), a leading manufacturer of specialty coated products, labels, toners and developers, announced today it has completed its previously announced acquisition of Rittenhouse Paper Company. Rittenhouse, with 1999 revenues of $140 million, manufactures and markets a wide range of specialty paper, pressure-sensitive labels and imaging supplies. The transaction is expected to be accretive to Nashua's 2000 earnings per share (EPS) by approximately $0.37 per share on an annualized basis -- with identified operational and overhead synergies - and to 2001 EPS by approximately $0.77 per share. Andrew (Andy) Albert, who was President and Chief Executive Officer of Rittenhouse, and who led the Company since 1983, now becomes Nashua's President and Chief Operating Officer. He will also become a member of Nashua's Board. Said Jerry Garbacz, Nashua Chairman and Chief Executive Officer, "The completion of this outstanding transaction brings Nashua's turnaround to fruition. It nearly doubles Nashua's revenues, substantially enhances our growth rate and earnings, improves our ability to meet customer needs and adds a proven industry leader to Nashua's management team. Nashua with Rittenhouse is clearly a more valuable and attractive company." Said Andy Albert, "Customer reaction to the Nashua-Rittenhouse combination has been very positive and I'm delighted to be part of the Nashua team. As Nashua's new president, I look forward to aggressively pursuing the substantial corporate and operational synergies we have identified and on delivering the value we have promised to our shareholders." Rittenhouse, which is now a wholly-owned subsidiary of Nashua Corporation, manufactures and markets a wide range of specialty paper, pressure-sensitive labels and imaging supplies. In paper, Rittenhouse is primarily a converter of large rolls of paper into products such as cut/roll, bond paper, thermal, point-of-sale, ATM and wide format papers. In labels, it manufactures a wide assortment of pressure-sensitive and entertainment tickets for both commercial and consumer use. In imaging, it manufactures and markets ribbons for use in imaging devices. Rittenhouse, headquartered in Chicago, has manufacturing facilities in Jefferson City, TN, Dekalb, IL, and Los Angeles, CA. Nashua Corporation markets specialty imaging products and services to industrial and commercial customers. The Company's products include thermal papers, pressure-sensitive labels and specialty papers, as well as copier, ink jet and laser printer supplies. Additional information about Nashua Corporation can be found on the World Wide Web at www.nashua.com. AVAILABILITY OF PROXY MATERIALS INCLUDING PARTICIPANT INFORMATION On March 20, 2000, Nashua filed with the SEC definitive proxy materials to be used to solicit votes for the re-election of its Board at its annual meeting of shareholders, which will be held on April 25, 2000. Nashua strongly advises all its shareholders to read these materials when they receive them because they contain important information. The proxy statement included in Nashua's definitive proxy materials as supplemented contains a list of the participants in any solicitation on behalf of the Board of Directors of Nashua. Copies of these proxy materials are available for no charge from Nashua's proxy solicitor, Corporate Investor Communications, Inc. at the toll-free number 1-888-238-1257, and from the SEC's web site at www.sec.gov. FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "will," "is expected to be," and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to the Company's future capital needs, and resources, fluctuations in customer demand, intensity of competition from other vendors, timing and acceptance of new product introductions, delays or difficulties in programs designed to increase sales and profitability, general economic and industry conditions, the settlement of various tax issues, and other risks set forth in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update the information contained in this press release. ### -----END PRIVACY-ENHANCED MESSAGE-----