-----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, AGtCstkes9VrMYF4fxaALmTcaHIc9JJsLyJZIRpZ27HNStJNIIllPmAoFZuNV+2p 7JGLXugglUrS+G9Cmmwz1Q== 0000950144-95-002845.txt : 19951018 0000950144-95-002845.hdr.sgml : 19951018 ACCESSION NUMBER: 0000950144-95-002845 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951017 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIBSON C R CO INC CENTRAL INDEX KEY: 0000041365 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 060361615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16451 FILM NUMBER: 95581163 BUSINESS ADDRESS: STREET 1: 32 KNIGHT ST CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2038474543 MAIL ADDRESS: STREET 1: 32 KNIGHT STREET CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: GIBSON JOHN CO DATE OF NAME CHANGE: 19700522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NELSON THOMAS INC CENTRAL INDEX KEY: 0000071023 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 620679364 STATE OF INCORPORATION: TN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: P O BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214-1000 BUSINESS PHONE: 6158899000 MAIL ADDRESS: STREET 1: P O BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214-1000 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL PUBLISHERS INC DATE OF NAME CHANGE: 19721019 SC 14D1/A 1 SCHEDULE 14D-1 AMENDMENT #2 AND SCHEDULE 13-D 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 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. 2) and SCHEDULE 13D Under the Securities Exchange Act of 1934 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 Nelson Acquisition Corp., a Delaware corporation ("Offeror") and wholly-owned subsidiary of Thomas Nelson, Inc., a Tennessee corporation ("Parent"), hereby amends and supplements, as set forth below, its Tender Offer Statement on Schedule 14D-1 and Schedule 13D (the "Statement"), originally filed on September 19, 1995 and amended by Amendment No. 1 to the Statement, filed September 27, 1995 (which together with any amendments hereto or thereto, collectively, constitute the "Statement"), with respect to its 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 ("Company"), at a price of $9.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 19, 1995, as supplemented and amended by the Supplement to the Offer to Purchase, dated October 16, 1995, filed hereto as Exhibit (a)(10) (together, 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 Statement or in the Offer to Purchase. ITEM 1. SECURITY AND SUBJECT COMPANY. Item 1 is hereby amended as follows: (b) The information set forth in the Introduction and Section 1 ("Amended Terms of the Offer") of the Supplement to the Offer to Purchase (the "Supplement"), and the Press Release, dated October 17, 1995, filed hereto as Exhibit (a)(11), is incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. Item 7 is hereby amended as follows: The information set forth in the Introduction and Section 3 ("The Amended Tender Offer and Merger Agreement") of the Supplement is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Item 10 is hereby amended as follows: (b)-(c) The information set forth in Section 1 ("Amended Terms of the Offer") of the Supplement is incorporated herein by reference. (e) The information set forth in the Introduction of the Supplement, the Memorandum of Understanding, dated October 16, 1995, between counsel for the Company and the directors of the Company and counsel for Crandon Capital Partners (the "Memorandum of Understanding") filed hereto as Exhibit (g)(3) and the Press Release, dated October 17, 1995, filed hereto as Exhibit (a)(11), is incorporated herein by reference. (f) The information set forth in the Supplement, the Press Release, dated October 17, 1995, Amendment No. 1 to Tender Offer and Merger Agreement, dated as of October 16, 1995, among Parent, Offeror and the Company and the Memorandum of Understanding, copies of which are attached hereto as Exhibits (a)(10), (a)(11), (c)(14) and (g)(3), is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following exhibits: (a)(10) Supplement to the Offer of Purchase, dated October 16, 1995. (a)(11) Press Release, dated October 17, 1995. (c)(14) Amendment No. 1 to Tender Offer and Merger Agreement, dated as of October 16, 1995, among Parent, Offeror and the Company. (g)(3) Memorandum of Understanding, dated October 16, 1995, between counsel for the Company and directors of the Company and counsel for Crandon Capital Partners. 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 October 16, 1995 3 4 INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY NO. DESCRIPTION NUMBERED PAGE - ------- ---------------------------------------------------------------------- ------------- (a)(10) -- Supplement to the Offer of Purchase, dated October 16, 1995. (a)(11) -- Press Release, dated October 17, 1995. (c)(14) -- Amendment No. 1 to Tender Offer and Merger Agreement, dated as of October 16, 1995, among Parent, Offeror and the Company. (g)(3) -- Memorandum of Understanding, dated October 16, 1995, between counsel for the Company and directors of the Company and counsel for Crandon Capital Partners.
4 EX-99.(A)(10) 2 SUPPLEMENT TO THE OFFER TO PURCHASE 1 SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH, DATED SEPTEMBER 19, 1995, ALL OUTSTANDING SHARES OF COMMON STOCK OF THE C.R. GIBSON COMPANY AT $9.00 NET PER SHARE IN CASH BY NELSON ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF THOMAS NELSON, INC. THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, OCTOBER 30, 1995 UNLESS THE OFFER IS FURTHER EXTENDED. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY TENDERED BY THE EXPIRATION DATE AND NOT WITHDRAWN THAT NUMBER OF SHARES OF COMMON STOCK OF THE C.R. GIBSON COMPANY REPRESENTING AT LEAST A MAJORITY OF THE OUTSTANDING SHARES ON A FULLY DILUTED BASIS, AND (II) SATISFACTION OF CERTAIN OTHER TERMS AND CONDITIONS. SEE SECTION 15 OF THE OFFER TO PURCHASE, DATED SEPTEMBER 19, 1995. THE OFFER IS NOT SUBJECT TO A FINANCING CONDITION. THE OFFER IS BEING MADE IN CONNECTION WITH THE TENDER OFFER AND MERGER AGREEMENT, DATED AS OF SEPTEMBER 13, 1995 AND AS AMENDED OCTOBER 16, 1995, AMONG THOMAS NELSON, INC., NELSON ACQUISITION CORP., AND THE C.R. GIBSON COMPANY (THE "MERGER AGREEMENT"). THE BOARD OF DIRECTORS OF THE C.R. GIBSON COMPANY HAS APPROVED THE OFFER, THE MERGER AND THE MERGER AGREEMENT, HAS DETERMINED THAT THE TERMS OF EACH OF THE OFFER, THE MERGER AND THE MERGER AGREEMENT ARE FAIR TO AND IN THE BEST INTERESTS OF THE C.R. GIBSON COMPANY'S STOCKHOLDERS AND RECOMMENDS THAT THE C.R. GIBSON COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES IN THE OFFER. IMPORTANT Any stockholder desiring to tender all or any portion of such stockholder's shares of common stock, par value $0.10 per share (the "Shares"), of The C.R. Gibson Company should either (i) complete and sign the original BLUE Letter of Transmittal previously circulated with the Offer to Purchase, dated September 19, 1995, or a facsimile thereof in accordance with the instructions in such Letter Of Transmittal and deliver the Letter of Transmittal with the Shares and all other required documents to the Depositary, or follow the procedure for book-entry transfer set forth in Section 3 of the Offer to Purchase, dated September 19, 1995, or (ii) request his broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. A stockholder having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if he desires to tender his Shares. Any stockholder who desires to tender Shares and cannot deliver such Shares and all other required documents to the Depositary by the expiration of the Offer must tender such Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase, dated September 19, 1995. Questions and requests for assistance or additional copies of this Supplement, the Letter of Transmittal, the Offer to Purchase, dated September 19, 1995, and other tender offer materials may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Supplement to the Offer to Purchase. --------------------- The Dealer Manager for the Offer is: PAINEWEBBER INCORPORATED OCTOBER 16, 1995 2 TABLE OF CONTENTS
PAGE ---- INTRODUCTION.......................................................................... 2 1. AMENDED TERMS OF THE OFFER................................................... 3 2. PROCEDURE FOR TENDERING SHARES............................................... 4 3. THE AMENDED TENDER OFFER AND MERGER AGREEMENT................................ 4
3 TO THE HOLDERS OF COMMON STOCK OF THE C.R. GIBSON COMPANY: INTRODUCTION This Supplement to the Offer to Purchase (this "Supplement") amends and supplements the Offer to Purchase, dated September 19, 1995 (together, the "Offer to Purchase"), of Nelson Acquisition Corp., a Delaware corporation (the "Offeror") and wholly owned subsidiary of Thomas Nelson, Inc., a Tennessee corporation (the "Parent"), with respect to its 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"), at a price of $9.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase. The Offer to Purchase and the related Letter of Transmittal, together with any amendments or supplements hereto or thereto, collectively constitute the "Offer." This Supplement is being delivered for the purpose of extending the time period of the Offer and describing certain amended terms of the Offer as a result of the proposed settlement of a complaint filed by a stockholder of the Company alleging that the directors of the Company breached their fiduciary duties in determining to proceed with the Offer. Capitalized terms used in this Supplement that are not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase, dated September 19, 1995. THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY HAS APPROVED THE OFFER, THE MERGER AND THE MERGER AGREEMENT, HAS DETERMINED THAT THE TERMS OF EACH OF THE OFFER, THE MERGER AND THE MERGER AGREEMENT ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS, AND RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES IN THE OFFER. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF SHARES WHICH CONSTITUTES AT LEAST A MAJORITY OF THE SHARES OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE (THE "MINIMUM CONDITION"). THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS. SEE SECTION 15 OF THE OFFER TO PURCHASE, DATED SEPTEMBER 19, 1995. THE OFFER IS NOT SUBJECT TO A FINANCING CONDITION. THE OFFEROR AND THE PARENT HAVE OBTAINED FROM CERTAIN STOCKHOLDERS OF THE COMPANY AGREEMENTS (THE "OPTION AGREEMENTS") TO TENDER PURSUANT TO THE OFFER APPROXIMATELY 26.9% OF THE OUTSTANDING SHARES. The Company has advised the Offeror that as of October 13, 1995 there were (a) 7,444,039 Shares issued and outstanding, and (b) outstanding stock options to purchase an aggregate of 308,509 Shares (all of which had exercise prices less than $9.00). As of the date hereof, neither the Offeror nor the Parent beneficially owns any Shares (other than as a result of the Option Agreements). Assuming there has been no change in the number of Shares or options outstanding from the amounts shown above, there presently are 7,752,548 Shares outstanding on a fully diluted basis and the number of Shares needed to satisfy the Minimum Condition is 3,876,275. The Parent has been advised by Trust Company Bank, the Depositary for the Offer, that as of October 14, 1995, 2,739,081 Shares (or approximately 35.3% of the outstanding Shares on a fully diluted basis) had been validly tendered and not withdrawn pursuant to the Offer. By a complaint dated September 14, 1995 and served on the Company on September 19, 1995, Crandon Capital Partners, a Florida partnership, commenced an action in the Court of Chancery of the State of Delaware in and for New Castle County against the Company and its directors (the "Class Action Suit"). The commencement of the Class Action Suit was disclosed to the public in a press release issued by the Company and to the Securities and Exchange Commission (the "SEC") in an amendment to Schedule 14D-1 filed by the Parent on September 27, 1995. The Class Action Suit requested certification of the Company's stockholders as a class and sought to enjoin the Offer or, alternatively, to recover damages of an unspecified amount caused by the alleged breach of fiduciary duties owed by the Company's directors. The Class Action Suit alleged, among other things, that the directors of the Company breached their fiduciary duties in determining to proceed with the Offer because the consideration to be paid per Share was unfair and did not maximize stockholder value. The Parent and the Offeror have been advised by the Company that the Company believes the claims asserted in the Class Action Suit are without merit. 2 4 On October 16, 1995, counsel for the Company and its directors entered into a Memorandum of Understanding with the plaintiff's counsel in the Class Action Suit (the "Memorandum of Understanding"). Pursuant to the Memorandum of Understanding, the Parent and the Offeror have agreed to extend the Expiration Date of the Offer to a date no earlier than October 30, 1995. The Parent, the Offeror and the Company also have agreed to amend the Merger Agreement to (i) decrease the Termination Fee from $3.0 million to $2.75 million, (ii) eliminate expenses payable to the Parent in certain circumstances and (iii) provide that the Company's obligation to keep the Parent informed of the status of any discussions or negotiations regarding a proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transactions shall only require the Company to inform the Parent of the substantive terms of any such discussions or negotiations. The Parent and the Offeror have also agreed to clarify herein that (i) the Termination Fee is not payable in the event the Minimum Condition is not satisfied unless within one year after the date of the expiration of the Offer any person (other than the Offeror or any of its affiliates) shall acquire beneficial ownership of 50% or more of the outstanding Shares or shall consummate an Acquisition Proposal and (ii) the Company's obligation to keep the Parent informed of the status of any discussions or negotiations regarding an Acquisition Proposal do not require the Company to provide the Parent with step-by-step details of such discussions and negotiations, including bidding processes. In addition, the Company has agreed to provide additional disclosure to its stockholders regarding the Parent's January 17, 1994 proposal to the Company outlining a proposed combination of the Parent and the Company, and the Company's determination that such proposal was not in the best interests of the Company or its stockholders at that time. Such disclosure is contained in Amendment No. 2 to the Schedule 14D-9 of the Company delivered herewith. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE, DATED SEPTEMBER 19, 1995, AND THE RELATED LETTER OF TRANSMITTAL, COPIES OF WHICH MAY BE OBTAINED AT THE OFFEROR'S EXPENSE IN THE MANNER SET FORTH ON THE BACK COVER OF THIS SUPPLEMENT. THE OFFER TO PURCHASE, DATED SEPTEMBER 19, 1995, THIS SUPPLEMENT AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. 1. AMENDED TERMS OF THE OFFER. The Expiration Date of the Offer has been extended from 12:00 Midnight, New York City time, on Tuesday, October 17, 1995, to 12:00 Midnight, New York City time, on Monday, October 30, 1995. Accordingly, upon the terms and subject to the conditions of the Offer (including, if the Offer is further extended or amended, the terms and conditions of any further extension or amendment), the Offeror will accept for payment and pay for all Shares validly tendered prior to the Expiration Date and not theretofore withdrawn in accordance with Section 4 of the Offer to Purchase, dated September 19, 1995. The term "Expiration Date" now means 12:00 Midnight, New York City time, on Monday, October 30, 1995, unless the Offeror shall have further extended the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by the Offeror, shall expire. THE MERGER AGREEMENT AND THE OFFER MAY BE TERMINATED BY THE OFFEROR AND THE PARENT IF, AMONG OTHER THINGS, THE MINIMUM CONDITION IS NOT SATISFIED. THE OFFER ALSO REMAINS SUBJECT TO OTHER TERMS AND CONDITIONS AS SET FORTH IN SECTION 15 OF THE OFFER TO PURCHASE, DATED SEPTEMBER 19, 1995, EXCEPT AS DESCRIBED IN THIS SUPPLEMENT. THE OFFER IS NOT SUBJECT TO A FINANCING CONDITION. If the Minimum Condition or any of the other conditions set forth in Section 15 of the Offer to Purchase, dated September 19, 1995, have not been satisfied by 12:00 Midnight, New York City time, on Monday, October 30, 1995 (or any other time then set as the Expiration Date), the Offeror may, subject to the terms of the Merger Agreement as described in the Offer to Purchase, elect to (a) extend the Offer and, subject to applicable withdrawal rights, retain all tendered Shares until the expiration of the Offer, as extended, (b) subject to complying with applicable rules and regulations of the Commission, accept for payment all Shares so tendered and not extend the Offer, or (c) terminate the Offer and not accept for payment any Shares and return all tendered Shares to tendering stockholders. On October 4, 1995, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), relating to the purchase of Shares pursuant to the Offer expired. 3 5 Accordingly, the condition to the Offeror's obligation to proceed with the Offer until the expiration or termination of the applicable waiting period under the HSR Act has been satisfied. The Offer, however, remains subject to certain other conditions, including satisfaction of the Minimum Condition. See Section 15 of the Offer to Purchase, dated September 19, 1995. 2. PROCEDURE FOR TENDERING SHARES. Tendering stockholders may continue to use the original BLUE Letter of Transmittal and the original GREEN Notice of Guaranteed Delivery previously circulated with the Offer to Purchase, dated September 19, 1995. Although the Letter of Transmittal previously circulated with the Offer to Purchase refers only to the Offer to Purchase, dated September 19, 1995, and to the original Expiration Date of Tuesday, October 17, 1995, stockholders using such document to tender their Shares will nevertheless have until 12:00 Midnight, New York City time, on Monday, October 30, 1995 to tender their Shares. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION, EXCEPT AS MAY BE REQUIRED BY THE PROCEDURE FOR GUARANTEED DELIVERY IF SUCH PROCEDURE WAS UTILIZED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE AND, UNLESS THERETOFORE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, ALSO MAY BE WITHDRAWN AT ANY TIME AFTER FRIDAY, NOVEMBER 17, 1995. SEE SECTION 4 OF THE OFFER TO PURCHASE, DATED SEPTEMBER 19, 1995, FOR THE PROCEDURES FOR WITHDRAWING SHARES TENDERED PURSUANT TO THE OFFER. 3. THE AMENDED TENDER OFFER AND MERGER AGREEMENT. Pursuant to the Memorandum of Understanding, the terms of the Merger as set forth in Section 13 of the Offer to Purchase, dated September 19, 1995, have been amended as follows: Fees and Expenses. The Termination Fee described in the Merger Agreement has been reduced from $3.0 million to $2.75 million, and the Expenses payable by the Company to the Offeror in certain circumstances (as described in the Merger Agreement and in Section 13 of the Offer to Purchase) have been eliminated. Pursuant to the terms of the Merger Agreement, the Company is obligated to pay the Offeror the Termination Fee upon the happening of certain events, including that the Offer shall have expired at a time when the Minimum Condition shall not have been satisfied and at any time on or prior to one year after the date of the expiration of the Offer any person (other than the Offeror or any of its affiliates) shall acquire beneficial ownership of 50% or more of the outstanding Shares or shall consummate an Acquisition Proposal. The Parent and the Offeror hereby confirm that the Termination Fee shall not be due and payable solely by reason of the Offer expiring at a time when the Minimum Condition shall not have been satisfied unless within one year after the date of the expiration of the Offer any person (other than the Offeror or any of its affiliates) shall acquire beneficial ownership of 50% or more of the outstanding Shares or shall consummate an Acquisition Proposal. No Solicitation. Subject to the terms and conditions of the Merger Agreement, the Board of Directors of the Company may furnish information to, or enter into discussions or negotiations with, any person that makes an unsolicited bona fide proposal in writing, not subject to a financing condition, to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction if, and only to the extent that, certain conditions are satisfied, including that the Company keeps the Parent informed of the status of any such discussions or negotiations. The Parent and the Offeror have amended the Merger Agreement to provide that the obligation of the Company to keep the Parent informed of the status of any such discussions or negotiations shall only require the Company to inform the Parent of the substantive terms of any such discussions or negotiations. The Parent and the Offeror hereby confirm that such obligation does not require the Company to provide the Parent with step-by-step details of such discussions and negotiations, including bidding processes. 4 6 Facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for Shares and any other required documents should be sent or delivered by each stockholder of the Company or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of the addresses set forth below: The Depositary for the Offer is: TRUST COMPANY BANK --------------------- 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
By Facsimile: (404) 332-3875 (404) 332-3966 Confirm by telephone: (800) 568-3476 Any questions or request for assistance or additional copies of the Offer to Purchase, the Supplement, the Letter of Transmittal and Notice of Guaranteed Delivery may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and locations listed below. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: D.F. KING & CO., INC. 77 WATER STREET NEW YORK, NEW YORK 10005 BANKS AND BROKERS CALL COLLECT: (212) 269-5550 ALL OTHERS CALL TOLL-FREE: (800) 735-3568 The Dealer Manager for the Offer is: PAINEWEBBER INCORPORATED 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 TOLL-FREE (800) 520-5698 OR CALL COLLECT (212) 713-1425 EX-99.(A)(11) 3 PRESS RELEASE DATED OCT. 17, 1995 1 EXHIBIT (a)(11) Contact: Joe L. Powers, Executive Vice President and Secretary, Thomas Nelson, Inc. (615) 889-9000, ext. 1300 THOMAS NELSON, INC. EXTENDS OFFER PERIOD TO ACQUIRE SHARES OF THE C.R. GIBSON COMPANY NASHVILLE, TENNESSEE (October 17, 1995) - Thomas Nelson, Inc. (NYSE: TNM) today announced the extension of the expiration date of its cash tender offer of $9.00 per share for all of the outstanding shares of common stock of The C.R. Gibson Company (AMEX: GIB) until 12:00 midnight on Monday, October 30, 1995. The tender offer had been scheduled to expire on Tuesday, October 17, 1995. Thomas Nelson has agreed to extend the offer period to allow the dissemination to C.R. Gibson's stockholders of additional information concerning the tender offer and to describe certain amendments to the definitive agreement relating to the offer between Thomas Nelson and C.R. Gibson pursuant to the terms of a proposed settlement of claims asserted against C.R. Gibson and its directors in the purported class action captioned Crandon Capital Partners v. Bowman, et al., previously announced by C.R. Gibson in a press release dated September 27, 1995. Thomas Nelson has been advised by Trust Company Bank, the depositary for the offer, that as of the close of business on October 14, 1995, approximately 2.7 million shares of C.R. Gibson common stock (or 35.3 percent of the outstanding shares on a fully diluted basis) have been validly tendered and not withdrawn pursuant to the offer. C.R. Gibson, headquartered in Norwalk, Connecticut, manufactures and markets a wide range of paper gift and stationery products, primarily under the C.R. Gibson(R), Creative Papers(R), and Clinton Prints(R) brand names. Products include baby and wedding memory books, stationery, giftwrap, greeting cards and paper tableware. Thomas Nelson, Inc. is a leading publisher, producer and distributor of books and recorded music emphasizing Christian, inspirational and family value themes, and believes it is the largest commercial publisher of the Bible in English language translations. The Company also designs and markets a broad line of gift and stationery products. Thomas Nelson believes it is the largest publisher of Christian and inspirational books and the largest producer of recorded Christian music in the United States. EX-99.(C)(14) 4 AMENDMENT #1 TO THE TENDER OFFER AND MERGER AGREE. 1 EXHIBIT (C)(14) AMENDMENT NO. 1 TO TENDER OFFER AND MERGER AGREEMENT BY AND BETWEEN THOMAS NELSON, INC., A TENNESSEE CORPORATION, NELSON ACQUISITION CORP., A DELAWARE CORPORATION, AND THE C.R. GIBSON COMPANY, A DELAWARE CORPORATION DATE: OCTOBER 16, 1995 2 AMENDMENT NO. 1 TO TENDER OFFER AND MERGER AGREEMENT This AMENDMENT NO. 1, dated as of October 16, 1995 (this "Amendment No. 1"), to the Tender Offer and Merger Agreement, dated as of September 13, 1995 (the "Merger Agreement"), by and between THOMAS NELSON, INC., a Tennessee corporation ("Acquiror"), NELSON ACQUISITION CORP., a Delaware corporation ("Merger Subsidiary"), and THE C.R. GIBSON COMPANY, a Delaware corporation ("C.R. Gibson"). WITNESSETH: WHEREAS, Acquiror, Merger Subsidiary and C.R. Gibson have entered into the Merger Agreement; and WHEREAS, following public announcement of the execution and delivery of the Merger Agreement, an action captioned Crandon Capital Partners v. Bowman, et al. was instituted against C.R. Gibson and its directors in the Court of Chancery of the State of Delaware in and for New Castle County (the "Lawsuit"); and WHEREAS, a proposed settlement of the Lawsuit has been agreed upon between the plaintiff and C.R. Gibson, subject to the approval of the Court of Chancery, which proposed settlement has been approved by Acquiror; and WHEREAS, the proposed settlement of the Lawsuit contemplates certain amendments to the Merger Agreement; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. Section 6.3(a) of the Merger Agreement is hereby amended to read in its entirety as follows: (a) Acquisition Proposals. C.R. Gibson hereby agrees (a) that neither it nor any of the C.R. Gibson Subsidiaries shall, and it shall direct and use its best efforts to cause its and the C.R. Gibson Subsidiaries' officers, directors, employees, agents, representatives and affiliates (including, without limitation, any investment banker, attorney or accountant retained by it or any of the C.R. Gibson Subsidiaries) (collectively, the "C.R. Gibson Representatives") not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders but excluding the transactions contemplated by this Agreement) with respect to a merger, acquisition, consolidation, business combination, recapitalization, liquidation or similar transaction involving, or any purchase of a significant amount of the assets of or more than 25% of any equity securities of, C.R. Gibson (any such proposal or offering being hereinafter referred to as an "Acquisition Proposal") or engage or participate in any negotiations or discussions concerning, or provide any confidential information or data to, or have any discussions with, any corporation, partnership, person or other entity or group relating to any Acquisition Proposal, or otherwise assist or facilitate any effort to attempt to make or implement an Acquisition Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing and will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 6.3.(a); and (c) that it will notify Acquiror promptly if any such inquiries or proposals (whether formal or informal) are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with it or any of the C.R. Gibson Representatives and will promptly communicate to Acquiror the substantive terms of any proposal or inquiry which it may receive and the identity of the person from whom such proposal or inquiry is received. Notwithstanding the foregoing and provided none of C.R. Gibson, the C.R. Gibson Subsidiaries or the C.R. Gibson Representatives is otherwise in violation of this Section 6.3.(a), the Board of Directors of C.R. Gibson may furnish information to, or enter into discussions or negotiations with, any person that makes an unsolicited bona fide proposal in writing, not subject to any financing contingency, to acquire C.R. Gibson pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, 3 business combination or other similar transaction, if, and only to the extent that (A) the Board of Directors determines in good faith (based on the written opinion of C.R. Gibson's outside counsel) that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) the Board of Directors determines in good faith (based on the written opinion of a financial advisor of nationally recognized reputation) that such transaction would be more favorable to C.R. Gibson's stockholders than the Offer, (C) prior to or concurrently with furnishing such information to, or entering into discussions or negotiations with, such a person or entity, C.R. Gibson provides written notice to Acquiror to the effect that it is furnishing information to, or entering into discussions or negotiations with, such a person or entity, and (D) C.R. Gibson keeps Acquiror informed of the substantive terms of any such discussions or negotiations. 2. Section 9.3 of the Merger Agreement is hereby amended to read in its entirety as follows: 9.3. Fees Upon Certain Events. In the event that (A) any person (other than Acquiror or any of its affiliates) shall have become, prior to the termination of this Agreement, the beneficial owner of 50% or more of the outstanding shares of C.R. Gibson Common, (B) the Offer shall have expired at a time when the condition set forth in paragraph (a) of Exhibit A hereto shall not have been satisfied and at any time on or prior to one year after the expiration of the Offer any person (other than Acquiror or any of its affiliates) shall acquire beneficial ownership of 50% or more of the outstanding shares of C.R. Gibson Common or shall consummate an Acquisition Proposal, or (C) at any time prior to the termination of this Agreement, any person (other than Acquiror or any of its affiliates) shall publicly announce any Acquisition Proposal and, at any time on or prior to one year after the termination of this Agreement, shall become the beneficial owner of 50% or more of the outstanding shares of C.R. Gibson Common or shall consummate an Acquisition Proposal, then C.R. Gibson shall promptly, but in no event later than two business days after the first of such events to occur, pay Acquiror $2.75 million. C.R. Gibson acknowledges that the agreements contained in this Section 9.3. are an integral part of the transactions contemplated in this Agreement; accordingly, if C.R. Gibson fails to promptly pay the amount due pursuant to this Section 9.3., and, in order to obtain such payment, Acquiror commences a suit which results in a judgment against C.R. Gibson for the fee set forth in this Section 9.3., C.R. Gibson shall pay to Acquiror its costs and expenses (including attorneys' fees) in connection with such suit, together with interest on the amount of the fee at the rate of 10% per annum. 3. The execution of this Amendment No. 1 by Acquiror constitutes the approval in writing by Acquiror of the settlement of the Lawsuit by C.R. Gibson on the terms described herein, including, without limitation, the approval of the settlement by the Court of Chancery and, following such approval, the payment by C.R. Gibson of $135,000 of fees and expenses for counsel for the plaintiff in the Lawsuit. 4. Capitalized terms used herein which are not otherwise defined are used as defined in the Merger Agreement. 5. Except as specifically amended by this Amendment No. 1, the terms of the Merger Agreement shall remain in full force and effect. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed as of the date first above written. ATTEST: THOMAS NELSON, INC. /s/ STUART HEATON By /s/ JOE L. POWERS - ----------------------------------------------- -------------------------------------------- Title: EVP & Secretary ----------------------------------------- ATTEST: NELSON ACQUISITION CORP. /s/ STUART HEATON By /s/ S. JOSEPH MOORE - ----------------------------------------------- -------------------------------------------- Title: President ----------------------------------------- ATTEST: THE C.R. GIBSON COMPANY /s/ JAMES M. HARRISON By /s/ FRANK A. ROSENBERRY - ----------------------------------------------- -------------------------------------------- James M. Harrison Frank A. Rosenberry Secretary President and Chief Executive Officer
EX-99.(G)(3) 5 MEMORANDUM OF UNDERSTANDING 1 EXHIBIT (g)(3) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY CRANDON CAPITAL PARTNERS, : a Florida Partnership, : Individually And On : Behalf of All Others : Similarly Situated, : : Plaintiff, : : v. : Civil Action No. 14538 : ROBERT G. BOWMAN, FRANK A. : ROSENBERRY, JAMES M. : HARRISON, WILLARD J. : OVERLOCK, JOANNA BRADSHAW : RICHARD E. CHENEY, RUDOLPH : EBERSTADT, JR., ROBERT : GARRETT, BARBARA M. HENEGAN, : JOHN G. RUSSELL, ROBERT J. : SIMON, and C.R. GIBSON CO., : : Defendants. : MEMORANDUM OF UNDERSTANDING WHEREAS, plaintiff in the above-referenced stockholder class action (the "Action") has challenged the proposed acquisition (the "Acquisition) of The C.R. Gibson Company ("C.R. Gibson") by Thomas Nelson, Inc. ("Nelson") pursuant to a Tender Offer and Merger Agreement dated September 13, 1995 (the "Merger Agreement"); and 2 WHEREAS, as a result of plaintiff's initiation and prosecution of the Action, pursuant to the agreed modifications to the Merger Agreement and additional disclosures referred to below, C.R. Gibson's common stockholders will receive the benefits of this agreement; NOW, THEREFORE, IT IS HEREBY AGREED, subject to the approval of the executive committee of the C.R. Gibson board of directors, between and among the parties hereto, that the following sets forth the terms of their proposed agreement to settle this matter: 1. The Merger Agreement shall be modified so that the termination fee and Acquiror's Expenses to be paid under certain circumstances described in Section 9.3 of the Merger Agreement shall be reduced from $3.0 million to $2.75 million and from $500,000 to $0, respectively. 2. C.R. Gibson's 14D-9 will be supplemented, after consultation with plaintiff's counsel, to (a) describe Nelson's January 1994 proposed combination with C.R. Gibson and the reasons for C.R. Gibson's rejection of the proposal; (b) clarify that the circumstances under which the termination fee would be payable to Nelson does not include the mere failure of the stockholders to tender the minimum amount under the Merger Agreement, 2 3 absent a competing offer within one year of the termination of the Offer; and (c) clarify that C.R. Gibson's obligations under Section 6.3(a) of the Merger Agreement to keep Nelson informed of the status of any discussions or negotiations with another bidder includes an obligation to inform Nelson of all significant terms of the other offer, but does not require C.R. Gibson to provide Nelson with step-by-step details of the discussions, including the bidding processes. 3. The date that the tender offer shall close will be extended to a date no earlier than October 30, 1995 to permit adequate dissemination of the news of the changes contemplated by this Memorandum of Understanding. 4. Plaintiff may conduct such reasonable additional discovery as the parties agree is appropriate and necessary to confirm the fairness and reasonableness of the terms of this proposed settlement. 5. C.R. Gibson shall bear all administrative costs associated with implementing this settlement, including the cost of notifying the members of the Class. 6. Subject to approval of the Court of Chancery, within five business days after approval of the settlement of the Action, resolution of any appeal there- 3 4 from and final resolution of any collateral attack on the settlement, C.R. Gibson shall pay plaintiffs' counsel fees and expenses in an amount not to exceed $135,000, plus interest at the prime rate as reported by the Wall Street Journal beginning to accrue on the date the Court of Chancery enters its judgment approving the settlement. A collateral attack upon the Acquisition or the settlement shall not preclude this settlement from becoming final by operation of Delaware law. 7. A Stipulation of Settlement of the Action (the "Stipulation") will be prepared, executed and submitted to the Court of Chancery for approval at the earliest practicable time. The Stipulation will expressly provide, among other things, that: (a) the defendants have denied, and continue to deny, that they have committed any violation of law or engaged in any of the wrongful acts alleged in the complaint; (b) the defendants are entering into the Stipulation because the proposed settlement would eliminate the burden and expense of further litigation; and (c) plaintiff's counsel, having made a thorough investigation of the facts, believe that the proposed settlement is fair, reasonable and adequate and in the best interests of plaintiff and the proposed class. The Stipulation will further provide for, among 4 5 other things, (a) appropriate certification of a class consisting of all persons or entities who held stock, either of record or beneficially, of C.R. Gibson (other than the defendants and their affiliates) at any time from January 1, 1994 through the consummation of the Offer, as amended, including the legal representatives, heirs, executors, administrators, transferees, successors and assigns of such persons or entities; and (b) the entry of a judgment and delivery of releases in appropriate forms, dismissing the Action with prejudice and barring and releasing any known or unknown claims (including any claims for violation of federal, state or common law) that have been or might have been brought in any court or forum by any member of the proposed class against any person or entity, including class, derivative, individual and all other claims, relating to any matter that was discussed in or could have been asserted in the complaint or was discussed in the Offer to Purchase, as amended. 8. This Memorandum of Understanding and the proposed settlement described herein shall be contingent upon execution of an appropriate and satisfactory Stipulation and related documents and the approval of the Court of Chancery. Should a Stipulation not be executed 5 6 or not be approved by the Court, or should the Offer not be consummated in accordance with the modified terms described herein, the proposed settlement shall be null and void and of no force and effect, and shall not be deemed to prejudice in any way the position of any party with respect to this litigation. In the event the contingencies set forth herein are not satisfied, neither the existence of this Memorandum of Understanding nor its contents shall be admissible in evidence or shall be referred to for any purpose in this litigation or in any other litigation or proceeding. 9. This Memorandum of Understanding and the proposed settlement described herein shall be governed by, and construed in accordance with, the laws of the State of Delaware. 10. This Memorandum of Understanding may be modified or amended only by a writing signed by all of the signatories hereto. 11. The plaintiff and its counsel represent and warrant that none of plaintiff's claims or causes of action referred to in any complaint or in the complaint in the Action or this Memorandum of Understanding have been assigned, encumbered or in any manner transferred in whole or in part. 6 7 12. Except as otherwise provided herein, this Memorandum of Understanding shall be binding upon and shall inure to the benefit of the parties and their respective agents, successors, executors, heirs and assigns. 13. By signing this Memorandum of Understanding, plaintiff's counsel represent and warrant that the named plaintiff is a stockholder of C.R. Gibson. 14. The parties to this Memorandum of Understanding agree (a) to use their best efforts to achieve the dismissal of the Action in accordance with the terms of this Memorandum of Understanding, (b) to cause the timely occurrence of all events, transactions, or other circumstances described herein, and (c) in the event of the filing of any collateral attack on this settlement or on the Acquisition, the defendants agree to use their best efforts to have such attack promptly dismissed based upon, among other things, this settlement. 7 8 15. This Memorandum of Understanding may be signed in counterparts. DATED: October 16, 1995 /s/ Kevin Gross --------------------------- Kevin Gross ROSENTHAL, MONHAIT, GROSS & OF COUNSEL: GODDESS, P.A. First Federal Plaza WECHSLER HARWOOD Suite 214 HALEBIAN & FEFFER LLP P.O. Box 1070 805 Third Avenue Wilmington, DE 19899-1070 New York, NY 10022 (302) 656-4433 (212) 935-7400 Attorneys for plaintiff /s/ Cathy J. Testa -------------------------- Edward P. Welch Cathy J. Testa SKADDEN, ARPS, SLATE, MEAGHER & FLOM One Rodney Square P.O. Box 636 Wilmington, DE 19899 (302) 651-3000 Attorneys for Defendants 8 -----END PRIVACY-ENHANCED MESSAGE-----