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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) - March 12, 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 jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification
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
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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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Not Applicable.
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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On February 28, 1997, The JPM Company (NASDQ: JPMX) and Denron, Inc.
executed a definitive Agreement and Plan of Merger ("Merger Agreement") pursuant
to which the two companies will merge in a transaction to be accounted for as a
pooling of interests transaction. The Merger Agreement calls for The JPM Company
to acquire all of Denron, Inc.'s outstanding shares in exchange for stock of The
JPM Company on a formula based on The JPM Company common stock's average closing
market value for the 15 days prior to the closing of the transaction, but the
value of the transaction is capped at $23 million. At the February 26, 1997
closing price of $18, The JPM Company would have issued approximately 1,278,000
shares.
Shareholders of The JPM Company will vote on the transaction at a Special
Meeting of Shareholders to be held this spring. The shareholders of Denron,
Inc., a privately-held company, will approve the transaction by a unanimous
consent in lieu of holding a meeting of shareholders. The record date for the
determination of shareholders entitled to notice of and voting at The JPM
Company Special Meeting and any adjournments or postponements thereof has been
fixed as the close of business on March 27, 1997. The parties anticipate
effectuating the merger by early May, 1997.
Denron, Inc. 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, Inc. sells
primarily to leading original equipment manufacturers ("OEM's") in the computer,
networking and telecommunications markets. Denron Inc.'s sales for its fiscal
year ended March 31, 1996 were $25 million, while The JPM Company 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. Headquartered in Lewisburg, Pennsylvania, The JPM
Company also has manufacturing facilities in Beaver Springs, Pennsylvania,
Winnsboro, South Carolina and Guadalajara, Mexico.
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Item 6. Resignations of Registrant's Directors
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Not applicable.
Item 7. Financial Statements and Exhibits
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a. Financial Statements
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Not applicable.
b. Exhibits
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The following Exhibit is filed as part of this report.
Exhibit No.
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99 Press Release dated March 3, 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/ John H. Mathias
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John H. Mathias, Chairman of the Board
(Principal Executive Officer)
Date: March 10, 1997
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The JPM Company and Denron, Inc. Exhibit 99
Announce the Signing of the
Agreement and Plan of Merger
For immediate release: Monday, March 3, 1997
The JPM Company (NASDQ; JPMX) and Denron, Inc. announced today that they
had signed a definitive agreement to merge the two companies in a transaction to
be accounted for as a pooling of interests transaction. This announcement
follows the company's November 25, 1996 announcement of their signed letter of
intent to merge the two companies.
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. Like JPM, it sells primarily
to leading 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 signed agreement calls for JPM to acquire all of Denron's outstanding
shares in exchange for JPM stock on a formula based on JPM common stock's
average closing market value for the fifteen days prior to the closing of the
transaction, but the value of the transaction cannot exceed $23,000,000. At
the February 26, 1997 closing price of $18, JPM would have issued approximately
1,278,000 shares.
John H. Mathias, JPM's Chairman and CEO said, "We and our combined customer
base continue to be very happy about Denron's decision to join JPM, and we look
forward to completing the proxy statement and obtaining the required shareholder
vote to consummate the merger. Due diligence is proceeding and we hope to
complete the merger in early May."
The JPM Company is a leading independent manufacturer of cable assemblies
and wire harnesses for original equipment manufacturers 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, Winnsboro, SC and Guadalajara, Mexico.
