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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
JPS Packaging Company
(Name of Subject Company)
JPS Packaging Company
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
46623H102
(CUSIP Number of Class of Securities)
John T. Carper
JPS Packaging Company
4200 Somerset Drive, Suite 208
Prairie Village, Kansas 66208
(913) 381-0008, ext. 102
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communication on Behalf of the Person(s) Filing Statement)
With a copy to:
Thomas W. Van Dyke, Esq.
Bryan Cave LLP
7500 College Boulevard, Suite 1100
Overland Park, Kansas 66210
(913) 338-7700
[X]Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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FOR IMMEDIATE RELEASE
PECHINEY PLASTIC PACKAGING, INC. TO ACQUIRE
JPS PACKAGING COMPANY
PARIS, October 16, 2000--Pechiney (NYSE:PY) and JPS Packaging Company (NASDAQ:
JPSP) announced today that a definitive merger agreement has been signed for
Pechiney Plastic Packaging, Inc. (PPPI) to acquire JPS through a cash tender
offer. PPPI will offer to purchase all outstanding shares of common stock of JPS
at US$7.86 per share, payable in cash. The total value of the transaction is
approximately US$45 million.
JPS, with 1999 reported sales of approximately US$81 million, is a
manufacturer and converter of flexible packaging and label products with
operating plants in San Leandro, California, and Akron, Ohio. PPPI is a global
manufacturer of flexible packaging, as well as plastic bottles. It operates 28
flexible and bottle plants in the Americas, Europe and Australasia. PPPI is part
of Pechiney's US$1.9 billion Packaging Sector.
"JPS provides an excellent complement to our business, broadens our
product line, and offers opportunities for profitable growth," said Ilene
Gordon, President, Pechiney Plastic Packaging.
Leo Benatar, Chairman of JPS, said, "We are proud of the
accomplishments of our employees since the company was formed and believe that
the combination of JPS and Pechiney will result in meaningful opportunities
because of Pechiney's resources, long experience and expertise."
Consummation of the tender offer will be subject to the expiration or
termination of any applicable regulatory waiting period, approvals and other
customary conditions.
The transaction is subject to the approval of a majority of JPS's
shareholders. George K. Baum Group, Inc., and affiliates, which collectively
own approximately 36% of JPS's outstanding shares, have agreed to vote in favor
of the proposed transaction and to sell their shares of JPS stock to Pechiney
under certain circumstances.
JPS shareholders are urged to read the Tender Offer Statement, which
will be filed by PPPI with the Securities and Exchange Commission ("SEC"), and
the related Recommendation Statement to be filed by JPS with the SEC. These
documents will contain important information, which should be read carefully
before any decision is made with respect to the offer. These documents will be
made available to all shareholders of JPS at no expense to them. When documents
are filed with the SEC, they will also be available at no charge at the SEC's
website, www.sec.gov.
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Pechiney is an international manufacturer with core businesses in
primary aluminum, aluminum fabricated products and high value-added packaging.
Pechiney, which reported sales of 9.5 billion euros (approximately US$10.2
billion) in 1999, also manufactures ferroalloys and operates an international
trade business. Its shares are traded on the Paris Stock Exchange; its ADRs are
traded on the New York Stock Exchange.
This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are not guaranties of future performance and are subject to known and
unknown risks, uncertainties and other factors which may cause or contribute to
actual results of Pechiney and JPS differing materially from those expressed in
or implied by the forward-looking statements. In addition to any such risks
expressly stated, other risks and uncertainties include changes in market
conditions, timing of regulatory approvals, performance of PPPI and the trading
price of JPS stock.
CONTACTS:
Pechiney:
Carol Constantine
773-399-3786
JPS Packaging:
John T. Carper
913-381-0008, ext. 102
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