-----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, HUe0qqH2ypOsDv0J9XMxA4jzU4xiVWwOgqLelcSn581ckylsKLGD7HPKerDt418Z dXbrTOBhLuvCBjdbRYw+XQ== 0000908834-97-000251.txt : 19971016 0000908834-97-000251.hdr.sgml : 19971016 ACCESSION NUMBER: 0000908834-97-000251 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960709 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971015 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINISHMASTER INC CENTRAL INDEX KEY: 0000917321 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 382252096 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23222 FILM NUMBER: 97696256 BUSINESS ADDRESS: STREET 1: 4259 40TH ST SE CITY: KENTWOOD STATE: MI ZIP: 49512 BUSINESS PHONE: 6169497604 8-K 1 FINISHMASTER 8K WITH ITEMS 5 AND 7 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 14, 1997 FINISHMASTER, INC. (Exact name of registrant as specified in its charter) Indiana 000-23222 38-2252096 - -------------------------------------------------------------------------------- (State or other jurisdiction) (Commission File Number) (IRS Employer Identification No.) 4259 40th Street, SE, Kentwood, Michigan 49512 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (616) 949-7604 - -------------------------------------------------------------------------------- Item 5. Other Events. Pursuant to General Instruction F to Form 8-K, the press release issued October 15, 1997, concerning the Agreement and Plan of Merger dated October 14, 1997 among Thompson PBE, Inc., a Delaware Corporation, FinishMaster Inc., an Indiana Corporation and FMST Acquisition Corporation, a Delaware Corporation and wholly owned subsidiary of FinishMaster under which FinishMaster and FMST will acquire each of the outstanding shares of Thompson PBE, Inc. for $8.00 per share in cash is incorporated herein by reference and is attached hereto as Exhibit 99. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99 - Press Release dated October 15, 1997 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. FINISHMASTER, INC. By: /s/ Andre B. Lacy ----------------------------------- Andre B. Lacy, Chairman of the Board and Chief Executive Officer -4- EX-99 2 PRESS RELEASE FinishMaster to Acquire Thompson PBE for $8.00 per Share In Cash Tender Offer October 15, 1997 FinishMaster, Inc. ("FinishMaster") (Nasdaq National Market: FMST) and Thompson PBE, Inc. ("Thompson") (Nasdaq National Market: THOM) jointly announced that they have signed a definitive Agreement and Plan of Merger under which FinishMaster will acquire each of the outstanding common shares of Thompson for $8.00 in cash. Under the agreement, a wholly-owned subsidiary of FinishMaster will promptly commence a tender offer to acquire all outstanding Thompson shares for $8.00 per share. The transaction price represents a 73% premium over Thompson's stock price on July 8th, the last trading day before Thompson announced it would explore strategic alternatives to maximize shareholder value. The transaction price is also equal to Thompson's 52-week high closing price. "We are very enthusiastic about the potential this combination presents in supporting our long-term commitment to provide value and quality services to the auto refinish industry," commented Andre B. Lacy, Chairman and Chief Executive Officer of FinishMaster. "The combined company will be a significant aftermarket distributor of automotive paint and related supplies. We will service over 150 distribution sites and expect pro forma sales of approximately $320 million. From a financial point of view, we believe this is an excellent transaction for our shareholders. It is expected to enhance earnings per share in calendar year 1998 on a pro forma basis and improve our prospects for the future." Thomas Young, President of FinishMaster and an industry veteran, added, "The acquisition of Thompson will give FinishMaster enhanced national distribution capabilities and permit us to better serve our customers." -1- Mort Kline, Chief Executive Officer of Thompson, stated that, "Combining Thompson and FinishMaster is good for Thompson stockholders and employees alike. We are pleased that our business will be in the hands of people who have long-term perspective and fully understand all of our challenges and opportunities." The transaction is expected to be completed late in 1997, subject to customary conditions, including receipt of regulatory approvals. The transaction is not subject to any financing contingencies. There is minimal geographic overlap between the two businesses, which will enable the combined company to serve its customers on a national scope. Both FinishMaster and Thompson are distributors of automotive paints, coatings, and paint-related accessories to the automotive collision repair industry. FinishMaster currently serves customers from sites located throughout the Mid-Atlantic, Southeast, and Midwest regions. Thompson, based in Marina del Ray, California, supplies the automotive collision repair industry with distribution sites throughout Southern California and the Northeast, Southeast, Southwest, and Rocky Mountain regions. -2- Smith Barney Inc. acted as exclusive financial advisor to FinishMaster in this transaction. Donaldson, Lufkin and Jenrette Securities Corporation acted as exclusive financial advisor to Thompson. This press release contains forward-looking statements regarding the prospective effect of the proposed acquisition of Thompson by FinishMaster. Actual results may differ materially from such forward-looking statements. The forward looking statements relate to topics which involve risks and uncertainties including, but not limited to, the conditions to the proposed acquisition and general economic conditions which affect the business of Thompson and FinishMaster. For more information on FinishMaster via the Internet visit our Corporate News on the Net page at http://www.businesswire.com/cnn/fmst.htm or via fax through our NewsOnDemand service call 800/411-3989. CONTACT: FinishMaster, Inc. Thomas Young or Roger Sorokin, 616/949-7604 or Seyferth & Associates, Inc. Jeff Lambert or Steve Poole, 800/435-9539 -3- -----END PRIVACY-ENHANCED MESSAGE-----