SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
May 23, 1995
Commission File Number 1-6832
BIC CORPORATION
(Exact name of registrant as specified in its charter)
New York 06-0735597
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 BIC Drive, Milford, Connecticut 06460
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 783-2000
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Item 5. Other Events.
On May 19, 1995, the Registrant's parent company, Societe BIC
S.A., a French corporation, announced a proposal to acquire all
the equity interest in the Registrant not currently owned by
Societe BIC S.A. and members of the Bich family.
Public shareholders of the Registrant would receive $36.50 per
share in cash, or an aggregate of approximately $192 million for
the 5,254,396 shares of the Registrant's common stock, $1.00 par
value. The proposed acquisition price is equivalent to a premium
of approximately 20% over the average closing price of the
Registrant's common stock on the New York Stock Exchange over the
180 trading days ended May 18, 1995.
The Registrant has outstanding 23,559,244 shares of common stock,
of which Societe BIC S.A. and members of the Bich family own
18,304,848 shares, or approximately 78%.
The offer is subject to approval of the Board of Directors of the
Registrant, receipt of satisfactory confirmation from French tax
authorities regarding French tax consequences of the proposed
transaction and other conditions customary in a transaction of
this type.
On May 23, 1995, the Registrant announced that its Board of Directors
had met and appointed a special committee consisting of three
independent directors to evaluate the buy-out proposal made May 19,
1995, by the Registrant's French parent, Societe BIC S.A.
The Registrant's Board of Directors noted that no assurance could
be given as to whether or not any transaction will occur or as to
the timing or terms of any transaction.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
20. Copy of press release issued on behalf of Societe BIC
S.A.
20. Copy of press release issued on behalf of BIC Corporation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIC CORPORATION
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(Registrant)
Date: May 23, 1995 Robert L. Macdonald
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(Signature)
Robert L. Macdonald, Vice President - Finance
(Principal Accounting Officer)
Press Release
1995 No. 7
JHD/CG
BIC
(LOGO OF BIC)
SOCIETE BIC S.A. PROPOSES TO BUY PUBLIC INTEREST IN ITS BIC
CORPORATION SUBSIDIARY FOR $36.50 PER SHARE.
Clichy, France, Societe BIC S.A. today announced a
proposal to acquire all of the equity interests in its BIC
Corporation subsidiary (NYSE: BIC) not currently owned by
Societe BIC S.A. and members of the Bich family.
Under the proposed transaction, the public shareholders
of BIC Corporation would receive $36.50 a share in cash, or
an aggregate of approximately $192 million for the 5,254,396
shares held by the public. BIC Corporation has outstanding
23,559,244 shares of Common Stock, of which Societe BIC S.A.
and members of the Bich family own 18,304,848 shares, or
approximately 78%.
The offer is subject to the approval of the Board of
Directors of BIC Corporation, receipt of satisfactory
confirmation from French tax authorities regarding the
French tax consequences of the transaction, and other
conditions customary in a transaction of this type.
The offer also noted that the proposed acquisition
price is equivalent to a premium of approximately 20% over
the average closing price of BIC Corporation common stock on
the NYSE over the 180 trading days ended May 18, 1995.
May 19, 1995
<LOGO OF BIC CORPORATION>
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Linda K. Kwong
--------------------- (203) 783-2049
BIC CORPORATION ANNOUNCES FORMATION OF SPECIAL
COMMITTEE TO CONSIDER PARENT'S BUY-OUT PROPOSAL
Milford, CT -- May 23, 1995 -- BIC Corporation (NYSE:BIC) today announced
that its Board of Directors had met and appointed a special committee
consisting of three independent directors to evaluate the buy-out proposal
made last week by BIC's French parent, Societe BIC S.A.
Under the proposal, Societe BIC would acquire in a cash merger the 5,254,396
shares of BIC Corporation common stock not currently owned by Societe BIC
or members of the Bich family for $36.50 per share. The proposed acquisition,
which has an aggregate value of approximately $192 million, is subject,
among other conditions, to approval by BIC Corporation's Board of Directors.
The BIC Corporation Board of Directors noted that no assurance could be
given as to whether or not any transaction will occur or as to the timing
or terms of any transaction.
