SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 31,
1995
THE C. R. GIBSON COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 0-4855 06-0361615
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
32 Knight Street, Norwalk, Connecticut 06856
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (203) 847-4543
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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Pursuant to the terms of the Tender Offer and Merger
Agreement dated as of September 13, 1995, as amended by Amendment
No. 1 to Tender Offer and Merger Agreement dated as of October 16,
1995 (as so amended, the "Merger Agreement"), by and between
Thomas Nelson, Inc., a Tennessee corporation (the "Parent"),
Nelson Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of the Parent (the "Offeror"), and The C.R.
Gibson Company, a Delaware corporation (the "Company"), on October
31, 1995, the tender offer (the "Offer") for all of the shares of
common stock, par value $0.10 per share (the "Shares"), of the
Company at $9.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated September 19, 1995, as supplemented and amended by
the Supplement to the Offer to Purchase dated October 16, 1995 (as
so supplemented and amended, the "Offer to Purchase"), and the
related Letter of Transmittal, was consummated. On that date,
approximately 7,189,837 Shares constituting 92.7% of the
outstanding Shares on a fully diluted basis were accepted for
purchase by the Offeror in the Offer for an aggregate purchase
price of approximately $64.7 million. The consummation of the
Offer constitutes a change in control of the Company. Prior to
consummation of the Offer, no beneficial owner of Shares
controlled the Company although prior thereto the Company's
directors and executive officers as a group beneficially owned an
aggregate of 2,621,258 Shares (or 34.6% of the then outstanding
Shares) (including 133,080 Shares which could be acquired within
60 days upon exercise of options).
Consummation of the Offer and the acceptance for purchase of
Shares by the Offeror pursuant thereto was announced in a press release
of the Parent dated October 31, 1995, a copy of which is filed as
Exhibit 20 hereto and is incorporated herein by reference.
Pursuant to the provisions of the Merger Agreement, the Parent
may designate such number of persons to be elected to the Board of
Directors of the Company, rounded up to the next whole number, in such
number as will give the Parent representation on the Board of Directors
of the Company equal to the product of the number of directors on such
Board multiplied by the percentage that the number of Shares purchased
by the Offeror bears to the number of Shares outstanding. Based on the
number of Shares purchased in the Offer, the Parent will have the right
to designate all of the directors of the Company. The persons from whom
the Parent will select its designees to serve on the Board of Directors
of the Company are identified in the Company's Information Statement
Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and
Rule 14f-1 thereunder which was filed with the Securities and Exchange
Commission on October 20, 1995 and mailed to the holders of Shares on or
about October 23, 1995.
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The Company has been advised by the Parent that the Parent
increased its unsecured borrowings under existing credit facilities from
a syndicate of financial institutions led by SunTrust Bank, Nashville,
N.A., as successor to Third National Bank of Nashville ("SunTrust"), by
$60 million (the "Interim Financing") to facilitate the purchase of the
Shares pursuant to the Offer. In connection with the consummation of
the Offer, the Parent executed definitive documentation for the Interim
Financing. The Interim Financing consists of an amendment to the
existing credit facilities of the Parent and contains substantially the
same terms as described in the Offer to Purchase for such credit
facilities. (The existing credit facilities of the Parent, as so
amended, being individually, a "Credit Facility" and together, the
"Credit Facilities").
The Credit Facilities consist of a $170 million credit facility
and a $5 million credit facility. Borrowings under the Credit
Facilities bear interest at either the prime rate or, at the Parent's
option, the relevant London Interbank Offered Rate plus 1.5% (7.62% at
November 6, 1995). The Company has been further advised by the Parent
that the balance outstanding under the $170 million Credit Facility at
May 31, 1997 will be converted into a four year term loan payable in
equal quarterly principal installments thereafter.
On November 7, 1995, the merger of the Company and the Offeror
contemplated by the Merger Agreement became effective.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
(2)(i) Tender Offer and Merger Agreement dated as of September
13, 1995 by and between the Parent, the Offeror and the Company
(incorporated by reference to Exhibit (c)(1) to the
Solicitation/Recommendation Statement pursuant to Section 4(d)(4) of the
Securities Exchange Act of 1934 on Schedule 14D-9 of the Company, as
amended by Amendments Nos. 1 and 2 thereto (as so amended, the "Schedule
14D-9")).
(2)(ii) Amendment No. 1 dated as of October 16, 1995, to
Tender Offer and Merger Agreement dated as of September 13, 1995 by and
between the Parent, the Offeror and the Company (incorporated by
reference to Exhibit (c)(1)(i) to the Schedule 14D-9).
(20) Press Release, dated October 31, 1995 issued by the
Parent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
THE C. R. GIBSON COMPANY
Date: November 7, 1995 By: /s/ JAMES M. HARRISON
James M. Harrison
Executive Vice President and
Chief Operating Officer
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EXHIBIT INDEX
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EXHIBIT NO. DOCUMENT
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(2)(i) Tender Offer and Merger Agreement dated as of
September 13, 1995 by and between the Parent, the Offeror
and the Company (incorporated by reference to Exhibit
(c)(1) to the Solicitation/ Recommendation Statement
pursuant to Section 4(d)(4) of the Securities Exchange Act
of 1934 on Schedule 14D-9 of the Company as amended by
Amendment Nos. 1 and 2 thereto (as so amended, the
"Schedule 14D-9")).
(2)(ii) Amendment No. 1 dated as of October 16, 1995, to
Tender Offer and Merger Agreement dated as of September
13, 1995 by and between the Parent, the Offeror and the
Company (incorporated by reference to Exhibit (c)(1)(i) to
the Schedule 14D-9).
(20) Press Release, dated October 31,1995 issued by the
Parent.
EXHIBIT (20)
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FOR IMMEDIATE RELEASE
News from Thomas Nelson Publishers
Nelson Place at Elm Hill Pike, P.O. Box 141000
Nashville, TN 37214-1000
(615) 889-9000 (800) 251-4000
Release Date: October 31, 1995
Contact: Joe L. Powers, Executive Vice-President
THOMAS NELSON, INC. ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFER FOR
SHARES OF THE C.R. GIBSON COMPANY
NASHVILLE, Tennessee (October 31, 1995) - Thomas Nelson, Inc.
(NYSE:TNM) today announced that it has successfully completed, through
Nelson Acquisition Corp., a wholly owned subsidiary, its $9.00 per
share, all cash tender offer for the outstanding shares of common stock
of The C.R. Gibson Company (AMEX:GIB). The offer expired at 12:00
Midnight, New York City Time, on Monday, October 30, 1995. Preliminary
figures indicate that a total of approximately 7,158,000 shares were
tendered and accepted for purchase, which results in total ownership by
Thomas Nelson, Inc., and Nelson Acquisition Corp. of approximately 92.3%
of the outstanding shares of The C.R. Gibson Company on a fully diluted
basis.
In connection with the completion of the tender offer, Thomas
Nelson, Inc. will merge Nelson Acquisition Corp. with and into The C.R.
Gibson Company. Following the merger, The C.R. Gibson Company will be
the surviving corporation and a wholly owned subsidiary of Thomas
Nelson, Inc. The merger is scheduled to be consummated on November 7,
1995, after which time The C.R. Gibson Company's stock will cease to be
traded on the American Stock Exchange. Stockholders holding shares of
The C.R. Gibson Company's stock not tendered in the offer will receive
instructions regarding the exchange of such shares for cash in the
merger.
The C.R. Gibson Company, headquartered in Norwalk, Connecticut
manufactures and markets a wide range of paper, gift and stationery
products, primarily under the C.R. Gibson <reg-trade-mark> , Creative
Papers <reg-trade-mark> , and Clinton Prints <reg-trade-mark> brand
names. Products include baby and wedding memory books, stationery,
giftwrap, greeting cards, and paper tableware. For the year ended
December 31, 1994 and the six months ended June 30, 1995, C.R. Gibson
reported net revenues of $67.3 million and $35.6 million, respectively.
Sam Moore, Thomas Nelson's Chairman and President, said, "This
acquisition represents an excellent opportunity for Thomas Nelson. It
will significantly increase the product offerings and distribution
strengths of our growing gift division. On a combined basis, our gift
division will now have over $100 million in annual revenues and will be
about equal in size to our publishing and music divisions.
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"The acquisition will also create much stronger marketing and
distribution capabilities for our gift division. C.R. Gibson presently
has over 100 dedicated full-time sales personnel which we believe will
provide greater store penetration for an even broader line of gifts."
Moore indicated that the gift market is a growing industry with
over $23 billion in annual revenues, approximately $9 billion of which
are in the product categories currently marketed by Thomas Nelson and
C.R. Gibson. "We believe the size and product diversity of the gift
market will provide us a number of opportunities to grow through
existing products and in gift categories not currently offered," Moore
concluded.
Thomas Nelson, Inc. is a leading publisher, producer and
distributor of books, Bibles and recorded music emphasizing Christian,
inspirational and family value themes.
