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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) - June 4, 1997
THE JPM COMPANY
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-27738 23-1702908
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
Route 15 North, Lewisburg, Pennsylvania 17837
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 524-8200
N/A
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
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Not Applicable.
Item 2. Acquisition or Disposition of Assets
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On June 4, 1997, the shareholders of The JPM Company (NASDQ: JPMX)
("JPM") approved a proposal for the issuance of shares of JPM common stock
pursuant to an Agreement and Plan of Merger ("Merger Agreement"), dated as of
February 28, 1997, among a wholly-owned subsidiary of JPM, JPM, Denron, Inc, and
the shareholders of Denron, Inc. Pursuant to the Merger Agreement, JPM's
subsidiary was merged with and into Denron, Inc. (the "Merger") and Denron, Inc.
became a wholly-owned subsidiary of JPM. The shareholders of Denron, Inc.
approved the Merger on May 23, 1997 and the Merger Agreement on February 28,
1997.
Pursuant to the Merger Agreement, JPM acquired all of Denron, Inc.'s
outstanding shares in exchange for stock of JPM on a formula based on JPM common
stock's average closing market value for the 15 days prior to the closing of the
transaction; however, the value of the transaction was capped at $23 million.
Pursuant to the formula, JPM issued 791,000 shares of its common stock with an
aggregate market value on June 4, 1997 of approximately $23 million. The Merger
was effectuated on June 4, 1997.
Denron is a privately held, ISO registered manufacturer of cable
assemblies and wire harnesses with principal operations in San Jose, California
and manufacturing support in China and Southeast Asia. Denron sells primarily to
leading original equipment manufacturers ("OEM's") in the computer, networking
and telecommunications markets. Denron's sales for its fiscal year ended March
31, 1996 were $25 million, while JPM reported sales of $60 million for its
fiscal year ended September 30, 1996. The JPM Company is a leading independent
manufacturer of cable assemblies and wire harnesses for OEM's in the computer,
networking and telecommunications sectors of the electronics industry.
Item 3. Bankruptcy or Receivership
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Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
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Not Applicable.
Item 5. Other Events
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Not Applicable.
Item 6. Resignations of Registrant's Directors
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Not applicable.
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Item 7. Financial Statements and Exhibits
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a. Financial Statements
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Not required.
b. Exhibits
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2 Agreement and Plan of Merger by and among The JPM Company,
JPM Acquisition, and Denron, Inc. and the Denron
Shareholders (previously filed as an exhibit to the Proxy
Statement dated May 5, 1997 and filed on Schedule 14A).
99 Press Release dated June 4, 1997.
Item 8. Change in Fiscal Year
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Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulations
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Not applicable.
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SIGNATURES
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.
The JPM COMPANY
/s/ James P. Mathias
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James P. Mathias, President and
Chief Operating Officer
Date: June 9, 1997
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The JPM COMPANY'S SHAREHOLDERS Exhibit 99
APPROVE DENRON MERGER WITH JPM
TO ISSUE 791,000 SHARES TO DENRON SHAREHOLDERS
Lewisburg, PA, June 4, 1997 -- The JPM Company's (NASDQ/NMS: JPMX) and
shareholders at a special meeting today at the Company's offices approved the
plan to merge JPM and Denron, Inc., a private company based in San Jose,
California, which manufactures products similar to JPM, in a transaction which
is to be accounted for as a pooling of interests.
Under the terms of the agreement, Denron's shareholders will receive
approximately 791,000 shares of JPM common stock which represents an approximate
market value of $23 million on June 4. The final transaction should be
consummated today, June 4, 1997 with the formal exchange of shares.
John H. Mathias, JPM's Chairman and CEO, said, "This merger greatly
strengthens our ability to service current and new client customers on the West
Coast. Even prior to the shareholder approval, the two companies have been
working closely together on joint marketing programs which are being well
received by our mutual customer base.
Denron is an ISO registered manufacturer of cable assemblies and wire
harnesses with principal operations in San Jose, California and manufacturing
support in China and Southeast Asia. Like JPM, it sells primarily to leading
original equipment manufacturers in the computer, networking and
telecommunications markets. Denron's sales for its fiscal year, ended March
31, 1996 were $26 million, while JPM's sales for its latest fiscal year, ended
September 30, 1996 were $60 million. For its first six months of fiscal 1997,
ended March 31, JPM's sales were approximately $43.3 million.
JPM is a leading independent manufacturer of cable assemblies and wire
harnesses for OEMs in the computer, networking and telecommunications sectors of
the electronics industry. For information contact: William D. Baker at (717)
524-8200 or Win Neilson at (717) 671-0929. Headquartered in Lewisburg, PA, JPM
also has manufacturing facilities in Beaver Springs, PA, San Jose, CA,
Winnsboro, SC and Guadalajara, Mexico.
