-----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, VsZ0yX2e+igkcNdYq2wrF6wCpo3yndWA5hkI4V6M+ovRvhNRapFjapuly124YVuF KFWtajf4QZNl5uCJsvFJBA== 0000853102-98-000054.txt : 19981116 0000853102-98-000054.hdr.sgml : 19981116 ACCESSION NUMBER: 0000853102-98-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981112 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981113 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: 98746350 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) 95-3624280 0-19835 (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 2. Acquisition or Disposition of Assets. On October 30, 1998, Day Runner, Inc. ("the Registrant") announced that it had assumed control of Filofax Group plc ("Filofax") as a result of its previously announced cash tender offer for the outstanding shares of Filofax stock. The Registrant's offer was for (pound)2.10 per share (approximately $3.49). The Registrant owned or had received valid acceptances of its cash tender offer for approximately 87% of the outstanding shares of Filofax as of October 30, 1998. The Registrant had announced a cash tender offer for the Filofax shares on September 24, 1998 and had revised its offer on September 25, 1998 to reflect the agreement it had reached with the Board of Directors of Filofax on the terms of the cash tender offer. The Registrant expects to acquire the remaining outstanding shares of Filofax before the end of 1998. The acquisition of Filofax will be funded by bank debt. Filofax will operate as a subsidiary of the Registrant. The transaction is valued at approximately $85,500,000. Filofax is the leading producer of loose-leaf personal organizers for the retail market in the United Kingdom, 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 subsidiaries in France, Germany, Hong Kong, Scandinavia, the U.K. 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$62.6 million), with approximately US$54.0 million, or 86.4% to markets outside the U.S. The Registrant'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. Currency conversions in this presentation have been made using an exchange rate of 1.66 which was the exchange rate on November 10, 1998. Item 5. Other Events. See attached exhibits. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of business acquired To be filed by amendment. (b) Proforma Financial information to be filed by amendment To be filed by amendment. (c) Exhibits Item No. Exhibit Index -------- ------------- 99.1 Press Release issued November 12, 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: James E. Freeman, Jr. Chief Executive Officer Dated: October 30, 1998 EXHIBIT INDEX Exhibit Number Description Page No. EX-99.1 2 PRESS RELEASE DATED 11-12-98 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 COMMENCEMENT OF COMPULSORY ACQUISITION PROCEDURE FOR REMAINING FILOFAX SHARES IRVINE, CA. November 12, 1998. Day Runner, Inc. (Nasdaq/NMS: DAYR) today announced that it has begun the compulsory acquisition procedure for the remaining shares of Filofax Group plc. Day Runner took control of Filofax in late October and now owns or has received valid acceptances of its recommended cash tender offer for Filofax totaling 23,886,606 shares, representing approximately 98.94% of that company's outstanding shares. Under UK rules, a company may implement the procedure to "squeeze out" the remaining stockholders and compel the transfer of their shares when its combined level of acceptances of its offer and stock ownership acquired after the launch of the offer reaches 90% or more. Day Runner will shortly mail compulsory acquisition notices to all those Filofax stockholders who have not yet accepted Day Runner's offer. The transfer of the compulsorily acquired shares is expected to take place prior to December 31, 1998. The offer remains open for acceptance until further notice. Valid acceptances of Day Runner's offer received by 3:00 p.m. London time today totaled 20,296,606 Filofax shares, representing approximately 84.07% of Filofax's outstanding shares. This included acceptances for 5,383,084 Filofax shares representing approximately 22.30% 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 14.87% 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. -----END PRIVACY-ENHANCED MESSAGE-----