-----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, BsFihnZOptLuxcDbQ+quqGAG/D5Hmkg5ErnViK//mNwmVKIQCbMS25gcvupBGuv1 utZyR8/5QTb9m1iUm8IIeQ== 0000853102-98-000020.txt : 19981102 0000853102-98-000020.hdr.sgml : 19981102 ACCESSION NUMBER: 0000853102-98-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981030 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981030 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAY RUNNER INC CENTRAL INDEX KEY: 0000853102 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 953624280 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19835 FILM NUMBER: 98734168 BUSINESS ADDRESS: STREET 1: 15295 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7146803500 MAIL ADDRESS: STREET 1: 15295 ALTON PARKWAY CITY: IRVINE STATE: CA ZIP: 92718 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 1998 DAY RUNNER, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-19835 95-3624280 (Commission File Number) (I.R.S. Employer Identification No.) 15295 Alton Parkway Irvine, CA 92618 (Address of principal executive offices) Registrant's telephone number, including area code: 714/680-3500 Item 5. Other Events. See attached exhibits. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Exhibits Item No. Exhibit Index 99.1 Press Release (U.S. version) issued October 30, 1998 by the Registrant 99.2 Press Release (U.K. version) issued October 30, 1998 by the Registrant SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DAY RUNNER, INC. By: /s/ James E. Freeman, Jr. -------------------------- James E. Freeman, Jr. Chief Executive Officer Dated: October 30, 1998 EXHIBIT INDEX Exhibit Number Description Page No. 99.1 Press Release (U.S. version) issued October 30, 1998 by the Registrant 99.2 Press Release (U.K. version) issued October 30, 1998 by the Registrant EX-99.1 2 EXHIBIT 99.1 U.S. PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Day Runner, Inc. Judy Tucker Vice President, Business Development 714/680-3500, Ext. 3171 Jenifer Kirtland Director, Investor Relations 714/680-3500, Ext. 3697 Morgen-Walke Associates, Inc. Doug Sherk/Elizabeth Snowden 415/296-7383 Mark Owen 212/850-5600 DAY RUNNER(R) ANNOUNCES CLOSING OF FILOFAX ACQUISITION IRVINE, CA. October 30, 1998. Day Runner, Inc. (Nasdaq/NMS: DAYR) today announced that it has assumed control of Filofax Group plc. Day Runner now owns or has received valid acceptances of its recommended cash tender offer for Filofax totaling 20,936,994 shares, representing approximately 86.86% of that company's outstanding shares. Filofax will operate as a subsidiary of Day Runner. Filofax's managing director, Christopher Brace, will head Filofax's operations, reporting directly to Day Runner chief executive officer James E. Freeman, Jr., and Michael Ball will continue as group finance director, reporting to Mr. Brace. Day Runner's offer is for (pound)2.10 per share ($3.52 at yesterday's exchange rate), and the transaction is valued at approximately $85.8 million. Day Runner chairman Mark Vidovich commented, "We are delighted that Filofax is now part of the Day Runner group. We're confident that the Filofax brand will be an excellent complement to Day Runner's current product lines, and we believe that Filofax's established distribution in key markets outside the U.S. offers substantial growth opportunities. We look forward to working closely with Filofax's management to build the business." All conditions to Day Runner's offer, including anti-trust approval, have been satisfied or waived, and Day Runner has declared its offer for Filofax unconditional in all respects. The offer will remain open for acceptance until 3:00 p.m. London time, November 12, 1998. Valid acceptances of Day Runner's offer received by 3:00 p.m. London time yesterday totaled 17,346,994 Filofax shares, representing approximately 71.97% of Filofax's outstanding shares. This included acceptances for 5,373,084 Filofax shares representing approximately 22.29% of Filofax's outstanding shares, held by directors and a former director of Filofax and certain of their families and associated interests who entered into irrevocable undertakings to accept the offer. In addition, Day Runner owns 3,590,000 Filofax shares, representing approximately 14.89% of the outstanding shares, that it bought on the open market subsequent to announcing its offer on September 24th. Filofax is the leading producer of loose-leaf personal organizers for the UK retail market, and the Filofax brand name is widely recognized in a number of other key markets around the world. In addition to its core personal organizer business, Filofax markets business forms and high-end pens. Filofax has wholly owned sales subsidiaries in France, Germany, Hong Kong, Scandinavia, the UK and the U.S. and sells primarily through retail distribution channels in each market. Filofax's sales from continuing operations for its fiscal year ended March 31, 1998 were approximately (pound)37.7 million (approximately US$63.3 million), with approximately US$54.7 million, or 86.4%, to markets outside the U.S. Day Runner's sales for its fiscal year ended June 30, 1998 were approximately $167.8 million, with approximately $12.2 million, or 7.3%, to markets outside the U.S. Financial statements have been translated using an exchange rate of 1.68. Day Runner is a marketer of personal organizing products to broad-based consumer audiences through retail distribution. The Company is the leading developer, manufacturer and marketer of paper-based organizers for the U.S. retail market and also develops, manufactures and markets a number of related organizing products, including telephone/address books, appointment books, business accessories, products for children and students, organizing and other wall boards and flexible, laminated wall planners, among others. Day Runner's products are carried by more than 20,000 retail stores across the U.S. and are available in a number of countries in North America, Europe and the Asia-Pacific region. With the exception of the actual reported financial results and statements of historical fact, the statements made in this news release are forward looking, reflect the Company's current expectations and involve certain risks and uncertainties. There can be no assurance that the Company's actual future performance will meet the Company's expectations. As discussed in the Company's fiscal 1998 Annual Report on Form 10-K, the Company's future operating results are difficult to predict and subject to significant fluctuations. Factors that may cause future results to differ materially from the Company's current expectations include, among others: the timing and size of orders from large customers, timing and size of orders for new products, competition, large customers' inventory management, general economic conditions, the health of the retail environment, supply constraints and supplier performance. This announcement does not constitute an offer or an invitation to purchase any securities. The offer is not being made, directly or indirectly, in or into Canada, Australia or Japan, and this release is not for distribution in Canada, Australia or Japan. # # # # (R)Day Runner is a registered trademark of Day Runner, Inc. EX-99.2 3 EXHIBIT 99.2 U.K. PRESS RELEASE EXHIBIT 99.2 30 October 1998 Not for release or distribution in or into Canada, Australia or Japan Day Runner UK plc ("Day Runner") Recommended Cash Offer for Filofax Group Plc ("Filofax") Offer Unconditional in all Respects Level of Acceptances By 3.00pm (London time) on 29 October 1998 valid acceptances of the Offer had been received in respect of a total of 17,346,994 Filofax Shares, representing approximately 71.97 per cent. of the issued share capital of Filofax. This includes acceptances in respect of 5,373,084 Filofax Shares representing approximately 22.29 per cent. of the Filofax issued share capital, held by directors and a former director of Filofax and certain of their families and associated interests who entered into irrevocable undertakings to accept the Offer. In addition, during the offer period, Day Runner has acquired 3,590,000 Filofax Shares, representing approximately 14.89 per cent. of the issued share capital of Filofax. Therefore, in total Day Runner now owns or has received valid acceptances of the Offer in respect of 20,936,994 Filofax Shares, representing approximately 86.86 per cent. of the issued share capital of Filofax. The directors and former director of Filofax and members of their families and associated interests who entered into irrevocable undertakings to accept the Offer also held in aggregate a further 305,388 Filofax Shares, representing 1.27 per cent. of the issued share capital of Filofax, prior to the commencement of the Offer Period. Save as disclosed above, neither Day Runner nor any person acting, or deemed to be acting, in concert with Day Runner held any Filofax Shares (or rights over such shares) immediately before the commencement of the Offer Period, or has acquired or agreed to acquire Filofax Shares (or rights over Filofax Shares) during the Offer Period and no acceptances of the Offer have been received from any persons acting, or deemed to be acting, in concert with Day Runner. Offer Unconditional in all Respects All the conditions to the Offer having been satisfied or waived, the Offer has been declared unconditional in all respects. The Offer will remain open for acceptance until 3.00pm (London time) on 12 November 1998. Filofax Shareholders who have not yet accepted the Offer are urged to complete and return their Acceptance Forms as soon as possible. The consideration payable under the terms of the Offer will be posted not later than 12 November 1998 in respect of the Filofax Shares for which valid and complete acceptances of the Offer have already been received. Filofax will operate as a subsidiary of Day Runner. Filofax's managing director, Christopher Brace, will head Filofax's operations, reporting directly to Day Runner chief executive officer James E. Freeman, Jr. and Michael Ball will continue as Group Finance Director reporting to Mr. Brace. Day Runner chairman Mark Vidovich commented, "We are delighted that Filofax is now part of our group. We're confident that the Filofax brand will be an excellent complement to Day Runner's current product lines, and we believe that Filofax's established distribution in key markets outside the U.S. offers substantial growth opportunities. We look forward to working closely with Filofax's management to build the business." Press Enquiries: Wasserstein Perella Howard Covington 0171 446 8000 Karen Dodd 0171 446 8000 Cazenove Julian Cazalet 0171 825 9350 Edmund Byers 0171 825 9113 Brunswick James Bradley 0171 404 5959 Victoria Sabin 0171 404 5959 Wasserstein Perella, which is regulated in the UK by The Securities and Futures Authority Limited, is acting for Day Runner and Day Runner, Inc. and no one else in connection with the Offer and will not be responsible to anyone other than Day Runner and Day Runner, Inc. for providing the protections afforded to customers of Wasserstein Perella nor for giving advice in relation to the Offer. The Offer is not being made, directly or indirectly, in or into Canada, Australia or Japan. Accordingly, neither copies of this announcement nor any related offering documents are to be mailed or otherwise distributed or sent in or into Canada, Australia or Japan. This announcement does not constitute an offer or invitation to purchase any securities. The definitions set out in the offer document dated 30 September 1998 have the same meaning in this announcement unless the context otherwise requires. -----END PRIVACY-ENHANCED MESSAGE-----