-----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, N/YqIgtDXQNS8qeSqhbyiOHG9d2z8oMw5qA+HU+WJ+lxcRkhIUVa6CFKTKGmVKEW tuMATQXfQzar7B/PplylNA== 0000904816-01-500009.txt : 20010906 0000904816-01-500009.hdr.sgml : 20010906 ACCESSION NUMBER: 0000904816-01-500009 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010905 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMESOURCE CORP CENTRAL INDEX KEY: 0000904816 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 231430030 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-42735 FILM NUMBER: 1731464 BUSINESS ADDRESS: STREET 1: 4350 HADDONFIELD RD STREET 2: SUITE 222 CITY: PENNSAUKEN STATE: NJ ZIP: 08109 BUSINESS PHONE: 6094884888 MAIL ADDRESS: STREET 1: FAIRWAY CORPORATE CENTER SUITE 222 STREET 2: 4350 HADDONFIELD ROAD CITY: PENNSAUKEN STATE: NJ ZIP: 08109 FORMER COMPANY: FORMER CONFORMED NAME: PHILLIPS & JACOBS INC DATE OF NAME CHANGE: 19930514 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMESOURCE CORP CENTRAL INDEX KEY: 0000904816 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 231430030 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 4350 HADDONFIELD RD STREET 2: SUITE 222 CITY: PENNSAUKEN STATE: NJ ZIP: 08109 BUSINESS PHONE: 6094884888 MAIL ADDRESS: STREET 1: FAIRWAY CORPORATE CENTER SUITE 222 STREET 2: 4350 HADDONFIELD ROAD CITY: PENNSAUKEN STATE: NJ ZIP: 08109 FORMER COMPANY: FORMER CONFORMED NAME: PHILLIPS & JACOBS INC DATE OF NAME CHANGE: 19930514 SC 14D9 1 edgar14d93.txt PRIMESOURCE CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) Of The Securities Exchange Act Of 1934 PrimeSource Corporation (Name of Subject Company) PrimeSource Corporation (Name of Persons Filing Statement) Common Stock, Par Value $0.01 Per Share (Including Associated Stock Purchase Rights) (Title of Class of Securities) 741593107 (CUSIP Number of Class of Securities) Barry Maulding General Counsel PrimeSource Corporation 355 Treck Drive Seattle, Washington 98188-7603 (206) 394-5582 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) Copy to: David E. Beavers, Esq. Stradley, Ronon, Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103 (215) 564-8036 (X) Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. PRIMESOURCE CORPORATION ANNOUNCES TERMINATION OF CANOPY JOINT VENTURE Pennsauken, NJ (September 5, 2001)---PrimeSource Corporation (Nasdaq: PSRC), the leading distributor and digital workflow integrator to the printing and publishing industry, today announced that, in addition to the signing of a definitive merger agreement providing for the acquisition of PrimeSource by Fuji Photo Film U.S.A., Inc. (which was announced jointly by Fuji and PrimeSource on September 4), the Board of Directors also approved the termination of the joint venture known as Canopy, LLC. This majority-owned subsidiary focused on the sale and servicing of color digital presses. The unwinding of this joint venture will have no effect on the merger agreement with Fuji. There will be a one-time charge in the third quarter arising out of the unwinding of this joint venture, the amount of which is yet to be determined. PrimeSource provides more than 200,000 line items from 500 manufacturers to over 20,000 customers from locations throughout the United States. Certain statements in this press release are forward-looking and are subject to a number of factors, including material risks, uncertainties and contingencies, which could cause actual results to differ materially from those set forth in the forward-looking statements. These risks and uncertainties include, but are not limited to, the execution of the definitive merger agreement and, if executed, the successful consummation of the proposed transition and other risks and uncertainties set forth in the Company's Form 10-K and other filings with the Securities and Exchange Commission. This news release is for informational purposes only. It does not constitute a solicitation/recommendation statement under the rules and regulations of the SEC. PrimeSource urges its shareholders to carefully review its solicitation/recommendation statement when it is filed with the SEC prior to making any decisions with respect to the offer described above as it will contain important information. PrimeSource's shareholders will be able to obtain any such solicitation/recommendation statement for free when it becomes available at the SEC's web site at www.sec.gov and will be mailed to all stockholders free of charge. Contact: PrimeSource Corporation Bill DeMarco, Vice President & CFO, 856-488-4888 -----END PRIVACY-ENHANCED MESSAGE-----