-----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, DUjYc/TZGeCGviK2IXyQygZQV0wqbwlsQvzTp8L9H7PplUKfC+IKU2T7uQP5Zy5e ymlaSn+thAqjsWUE/3nQOA== 0000950144-95-002946.txt : 19951102 0000950144-95-002946.hdr.sgml : 19951102 ACCESSION NUMBER: 0000950144-95-002946 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951101 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: 95586342 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: 95586343 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/A AMENDMENT #3 AND SCHEDULE 13D 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 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. 3) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) 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 7 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 CUSIP NO. 374762-10-2 14D-1/13D 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Nelson Acquisition Corp. I.R.S. Identification No. 62-1614561 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) / / 3. SEC Use Only 4. Source of Funds* AF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Delaware 7. Aggregate Amount Beneficially Owned by Each Reporting Person 7,157,717 Shares 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares* / / 9. Percent of Class Represented by Amount in Row (7) 92.3%** 10. Type of Reporting Person* CO
- --------------- * SEE INSTRUCTIONS BEFORE FILLING OUT. ** On a fully diluted basis. 2 3 CUSIP NO. 374762-10-2 14D-1/13D 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Thomas Nelson, Inc. I.R.S. Identification No. 62-0679364 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) / / 3. SEC Use Only 4. Source of Funds* BK 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Tennessee 7. Aggregate Amount Beneficially Owned by Each Reporting Person 7,157,717 Shares 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares* / / 9. Percent of Class Represented by Amount in Row (7) 92.3%** 10. Type of Reporting Person* CO
- --------------- * SEE INSTRUCTIONS BEFORE FILLING OUT. ** On a fully diluted basis. 3 4 TENDER OFFER This Amendment No. 3 to Schedule 14D-1 and Amendment No. 1 to Schedule 13D is being filed by Thomas Nelson, Inc., a Tennessee corporation ("Parent"), and Nelson Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent ("Offeror"), to amend and supplement the Tender Offer Statement on Schedule 14D-1 and Schedule 13D, originally filed by Parent and Offeror on September 19, 1995, as amended by Amendment No. 1 hereto filed September 27, 1995 and Amendment No. 2 hereto filed October 16, 1995 (which, together with any amendments hereto or thereto, collectively constitute the "Schedule"), to report the consummation of 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 ("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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 4 is hereby supplemented as follows: In connection with the consummation of the Offer, the Parent executed definitive documentation for interim financing in the amount of $60 million (the "Interim Financing") as contemplated by the interim financing commitment letter, previously filed as Exhibit (b)(2) hereto, to facilitate the acquisition of Shares pursuant to the Offer. The Interim Financing consists of an amendment to the Parent's existing bank credit facility, previously filed as Exhibit (b)(1) hereto (the "Credit Facility"), and contains substantially the same terms as described in the Offer to Purchase for the Credit Facility. The amendment to the Credit Facility documenting the Interim Financing, attached hereto as Exhibit (b)(3), is incorporated herein by reference. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS. Item 5(a)(f) and (g) is hereby supplemented as follows: The information set forth in the Press Release, dated October 31, 1995, filed hereto as Exhibit (a)(12), is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 is hereby supplemented as follows: On October 31, 1995, the Parent successfully completed, through the Offeror, its $9.00 per Share, all cash tender offer for the outstanding Shares of the Company. The Offer expired at 12:00 Midnight, New York City Time, on Monday, October 30, 1995, and preliminary figures indicate a total of approximately 7,157,717 Shares were tendered and not previously withdrawn prior to the expiration of the Offer. The Parent and the Offeror accepted for purchase all such Shares, which results in total ownership by the Parent and the Offeror of approximately 92.3% of the outstanding Shares on a fully diluted basis. Because the number of Shares tendered in the Offer exceeds 90% of the Shares, the Parent and the Offeror plan to consummate the Merger by performing a short-form merger in accordance with Delaware law on November 7, 1995. Following the Merger, the Shares will cease to be traded on the American Stock Exchange and will no longer be registered under the Securities Exchange Act of 1934, as amended. Shares not previously tendered will cease to exist following the Merger and will represent only the right to receive $9.00 in cash. Stockholders holding Shares not previously tendered will receive instructions regarding the exchange of their Shares. 4 5 The information set forth in the Press Release, dated October 31, 1995, filed hereto as Exhibit (a)(12), is incorporated herein by reference, and the foregoing description is qualified in its entirety by reference thereto. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended to include the information set forth in Item 6 of this Amendment, and the information set forth in the Press Release, dated October 31, 1995, filed hereto as Exhibit (a)(12), is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following exhibits: (a)(12) Press Release, dated October 31, 1995. (b)(3) Fifth Amendment to Credit Agreement dated as of October 31, 1995, among the Parent, SunTrust Bank, Nashville, N.A. (formerly known as Third National Bank), National City Bank in Kentucky, (formerly known as First National Bank of Louisville), First American National Bank in Nashville, NationsBank of Texas, N.A. in Dallas, and Creditanstalt -- Bankverein in New York. 5 6 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 1, 1995 6 7 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGES ------- --------------------------------------------------------------------- ------------ (a)(12) -- Press Release, dated October 31, 1995................................ (b)(3) -- Fifth Amendment to Credit Agreement dated as of October 31, 1995, among the Parent, SunTrust Bank, Nashville, N.A. (formerly known as Third National Bank), National City Bank in Kentucky, (formerly known as First National Bank of Louisville), First American National Bank in Nashville, NationsBank of Texas, N.A. in Dallas, and Creditstalt-Bankverein in New York............................
7 EX-99.(A)(12) 2 PRESS RELEASE 1 EXHIBIT (A)(12) FOR IMMEDIATE RELEASE News from Thomas Nelson Publishers Nelson Place at Elm Hill Pike, P.O. Box 141000 Nashville, TN 37214-1000 (615) 889-9000 (800) 251-4000 Release Date: October 31, 1995 Contact: Joe L. Powers, Executive Vice-President THOMAS NELSON, INC. ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFER FOR SHARES OF THE C.R. GIBSON COMPANY NASHVILLE, Tennessee (October 31, 1995) -- Thomas Nelson, Inc. (NYSE:TNM) today announced that it has successfully completed, through Nelson Acquisition Corp., a wholly owned subsidiary, its $9.00 per share, all cash tender offer for the outstanding shares of common stock of The C.R. Gibson Company (AMEX:GIB). The offer expired at 12:00 Midnight, New York City Time, on Monday, October 30, 1995. Preliminary figures indicate that a total of approximately 7,158,000 shares were tendered and accepted for purchase, which results in total ownership by Thomas Nelson, Inc., and Nelson Acquisition Corp. of approximately 92.3% of the outstanding shares of The C.R. Gibson Company on a fully diluted basis. In connection with the completion of the tender offer, Thomas Nelson, Inc. will merge Nelson Acquisition Corp. with and into The C.R. Gibson Company. Following the merger, The C.R. Gibson Company will be the surviving corporation and a wholly owned subsidiary of Thomas Nelson, Inc. The merger is scheduled to be consummated on November 7, 1995, after which time The C.R. Gibson Company's stock will cease to be traded on the American Stock Exchange. Stockholders holding shares of The C.R. Gibson Company's stock not tendered in the offer will receive instructions regarding the exchange of such shares for cash in the merger. The C.R. Gibson Company, 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. For the year ended December 31, 1994 and the six months ended June 30, 1995, C.R. Gibson reported net revenues of $67.3 million and $35.6 million, respectively. Sam Moore, Thomas Nelson's Chairman and President, said, "This acquisition represents an excellent opportunity for Thomas Nelson. It will significantly increase the product offerings and distribution strengths of our growing gift division. On a combined basis, our gift division will now have over $100 million in annual revenues and will be about equal in size to our publishing and music divisions. "The acquisition will also create much stronger marketing and distribution capabilities for our gift division. C.R. Gibson presently has over 100 dedicated full-time sales personnel which we believe will provide greater store penetration for an even broader line of gifts." Moore indicated that the gift market is a growing industry with over $23 billion in annual revenues, approximately $9 billion of which are in the product categories currently marketed by Thomas Nelson and C.R. Gibson. "We believe the size and product diversity of the gift market will provide us a number of opportunities to grow through existing products and in gift categories not currently offered," Moore concluded. Thomas Nelson, Inc. is a leading publisher, producer and distributor of books, Bibles and recorded music emphasizing Christian, inspirational and family value themes. EX-99.(B)(3) 3 FIFTH AMENDMENT TO CREDIT AGREEMENT 1 EXHIBIT (B)(3) FIFTH AMENDMENT TO CREDIT AGREEMENT This Fifth Amendment to Credit Agreement (this "Amendment") dated as of the 31st day of October, 1995, by and among THOMAS NELSON, INC., a Tennessee corporation ("Nelson"), SUNTRUST BANK, NASHVILLE, N.A. (formerly known as Third National Bank in Nashville), a national banking association ("SunTrust"), the other banks and lending institutions listed on the signature pages hereof and any assignees of SunTrust or such other banks and lending institutions that become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions and assignees are referred to collectively herein as the "Lenders"), and SUNTRUST BANK, NASHVILLE, N.A. (formerly known as Third National Bank in Nashville) (the "Agent") in its capacity as agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article X of the Credit Agreement (as hereinafter defined). W I T N E S S E T H: WHEREAS, Nelson, Lenders and Agent entered into a Credit Agreement dated as of November 30, 1992 (as amended, the "Credit Agreement") governing the terms of the Loans (terms defined therein and not otherwise defined herein are being used herein as therein defined); NOW, THEREFORE, for and in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. A new Section 9.12A shall be added to the Credit Agreement and shall read in its entirety as follows: SECTION 9.12A DEFAULT UNDER PROMISSORY NOTE. There shall occur or exist any Event of Default under any of those five Promissory Notes, each dated October 31, 1995, in the aggregate original principal amount of Sixty Million ($60,000,000.00) Dollars executed by Nelson in favor of the lenders as described in such Promissory Notes. The term "Event of Default" as used herein shall have the meaning as set forth in each such Promissory Note dated October 31, 1995. 2 2. Except as herein modified and amended, the terms and conditions of the Credit Agreement shall remain in full force and effect. 3. This Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. THOMAS NELSON, INC. By: /s/ JOE L. POWERS --------------------------------- Title: Executive Vice President ------------------------------ SUNTRUST BANK, NASHVILLE, N.A., as Agent (formerly known as Third National Bank in Nashville) By: /s/ FRED TURNER --------------------------------- Title: Executive Vice President ------------------------------ SUNTRUST BANK, NASHVILLE, N.A. (formerly known as Third National Bank in Nashville) By: /s/ FRED TURNER --------------------------------- Title: Executive Vice President ------------------------------ NATIONAL CITY BANK, KENTUCKY (formerly known as First National Bank of Louisville) By: /s/ JOHN SIMMS --------------------------------- Title: Vice President ------------------------------ 2 3 FIRST AMERICAN NATIONAL BANK By: /s/ SCOTT M. BANE --------------------------------- Title: Senior Vice President ------------------------------- NATIONSBANK OF TEXAS, N.A. By: /s/ GREG MEADOR --------------------------------- Title: Vice President ------------------------------- CREDITANSTALT -- BANKVEREIN By: /s/ ROBERT M. BIRINGER --------------------------------- Title: Senior Vice President ------------------------------- By: /s/ JOSEPH P. LONGOSZ --------------------------------- Title: Vice President ------------------------------- The undersigned join in the execution of this Amendment in order to acknowledge their consent to the terms and provisions of this Amendment and to confirm that the execution of this Amendment by the parties hereto in no way affects the undersigneds' respective obligations under the Guaranty Agreement executed as of November 30, 1992 by Word, Incorporated, a corporation organized and existing under the laws of the State of Delaware, Editorial Caribe, Inc., a corporation organized and existing under the laws of the State of Florida, Nelson Media, Inc., a corporation organized and existing under the laws of the State of Tennessee, Nelson Communications, Inc., a corporation organized and existing under the laws of the State of Tennessee, Dominion Publishers, Inc., a corporation organized and existing under the laws of the State of Tennessee, Royal Publishers, Inc., a corporation organized and existing under the laws of the State of Tennessee, Word Communications Ltd., a corporation organized and existing under the laws of British Columbia, Canada, Word Direct Marketing Services, Inc., a corporation organized and existing under the laws of the State of 3 4 Texas, TNI Cassette Corp., a corporation organized and existing under the laws of the State of Texas, and Nelson Word (UK) Limited, a corporation organized and existing under the laws of the United Kingdom, in favor of SunTrust Bank, Nashville, N.A., a national banking association, in its capacity as agent for banks and other lending institutions parties to the Credit Agreement and each assignee thereof becoming a "Lender" as provided therein. Each person executing this Amendment on behalf of each of the undersigned is duly authorized to so execute and deliver this Amendment on behalf of each of the undersigned entities. WORD, INCORPORATED By: /s/ JOE L. POWERS --------------------------------- Title: Secretary ------------------------------ EDITORIAL CARIBE, INC. By: /s/ JOE L. POWERS --------------------------------- Title: Secretary ----------------------------- NELSON MEDIA, INC. By: /s/ JOE L. POWERS --------------------------------- Title: Secretary ----------------------------- NELSON COMMUNICATIONS, INC. By: /s/ JOE L. POWERS --------------------------------- Title: Secretary ----------------------------- 4 5 DOMINION PUBLISHERS, INC. By: /s/ JOE L. POWERS -------------------------------------- Title: Secretary -------------------------------------- ROYAL PUBLISHERS, INC. By: /s/ JOE L. POWERS -------------------------------------- Title: Secretary -------------------------------------- WORD COMMUNICATIONS LTD. By: /s/ JOE L. POWERS -------------------------------------- Title: Secretary -------------------------------------- WORD DIRECT MARKETING SERVICES, INC. By: /s/ JOE L. POWERS -------------------------------------- Title: Secretary -------------------------------------- TNI CASSETTE CORP. By: /s/ JOE L. POWERS -------------------------------------- Title: Secretary -------------------------------------- NELSON WORD (UK) LIMITED By: /s/ JOE L. POWERS -------------------------------------- Title: Secretary -------------------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----