<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1995
---------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
September 13, 1995
Date of event which requires filing of this Schedule 13D
THE C. R. GIBSON COMPANY
(Name of subject company)
NELSON ACQUISITION CORP.
THOMAS NELSON, INC.
(Bidders)
Common Stock, $0.10 par value
(Title of class of securities)
374762-10-2
(CUSIP number of class of securities)
JOE L. POWERS
EXECUTIVE VICE PRESIDENT AND SECRETARY
THOMAS NELSON, INC.
NELSON PLACE AT ELM HILL PIKE
NASHVILLE, TENNESSEE 37214-1000
TELEPHONE: (615) 889-9000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of bidders)
Copy to:
JAMES H. CHEEK, III, ESQ.
BASS, BERRY & SIMS
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
TELEPHONE: (615) 742-6200
Exhibit Index is Located on Page 4
<PAGE> 2
TENDER OFFER
This Amendment No. 1 to Tender Offer Statement on Schedule 14D-1 and
Schedule 13D (this "Statement") amends and supplements the original Schedule
14D-1 filed September 19, 1995 and relates to the offer by Nelson Acquisition
Corp., a Delaware corporation ("Offeror") and wholly-owned subsidiary of Thomas
Nelson, Inc., a Tennessee corporation ("Parent"), to purchase all outstanding
shares of common stock, par value $0.10 per share (the "Shares"), of The C.R.
Gibson Company, a Delaware corporation ("Company"), at a price of $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 (the "Offer to
Purchase") and in the related Letter of Transmittal (which together constitute
the "Offer"), copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby deleted in its entirety and replaced with the following:
(a) Not applicable.
(b) - (d) The information set forth in Section 7 ("Effect of the Offer
on AMEX Listing, Market for Shares and Registration Under the Exchange
Act") and Section 16 ("Certain Regulatory and Legal Matters") of the Offer
to Purchase is incorporated herein by reference.
(e) By a Class Action Complaint dated September 14, 1995 and served on
the Company on September 19, 1995, Crandon Capital Partners, a Florida
partnership, commenced an action in the Court of Chancery of the State of
Delaware in and for New Castle County against the Company and its
directors. The complaint filed in the action requests certification of the
Company's stockholders as a class and seeks to enjoin the Offer or,
alternatively, to recover damages of an unspecified amount caused by the
alleged breach of fiduciary duties owed by the Company's directors. The
complaint alleges, among other things, that the directors of the Company
breached their fiduciary duties in determining to proceed with the Offer
because the consideration to be paid per Share is unfair and does not
maximize stockholder value. The Parent and the Offeror have been advised
by the Company that the Company believes the claims asserted in the
action are without merit and the Company intends to defend the action
vigorously. The information set forth in the complaint, which is attached
hereto as Exhibit (g)(2), is incorporated herein by reference.
(f) The information set forth in the Offer to Purchase, the Letter of
Transmittal, the Tender Offer and Merger Agreement, dated as of September
13, 1995, among Parent, Offeror and the Company, and the Stock Option
Agreements dated as of September 13, 1995 among Parent, Offeror and certain
stockholders of the Company, copies of which are attached hereto as
Exhibits (a)(1), (a)(2) and (c)(1) through (c)(11), is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibits:
(g)(1) Press Release of The C.R. Gibson Company, dated September 27,
1995.
(g)(2) Class Action Complaint dated September 14, 1995 in Civil Action
No. 14538 filed in the Court of Chancery of the State of Delaware in and
for New Castle County, entitled Crandon Capital Partners v. Robert G.
Bowman, Frank A. Rosenberry, James M. Harrison, Willard J. Overlock, Joanna
Bradshaw, Richard E. Cheney, Rudolph Eberstadt, Jr., Robert Garrett,
Barbara M. Henegan, John G. Russell, Robert J. Simon, and C.R. Gibson Co.
[sic].
2
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
<TABLE>
<S> <C>
September 27, 1995 NELSON ACQUISITION CORP.
</TABLE>
By: /s/ JOE L. POWERS
------------------------------
Joe L. Powers
Secretary
THOMAS NELSON, INC.
By: /S/ JOE L. POWERS
------------------------------
Joe L. Powers
Executive Vice President and
Secretary
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ----------------------------------------------------------------------------------------------
<C> <S> <C>
(g)(1) -- Press Release of The C.R. Gibson Company, dated September 27, 1995.
(g)(2) -- Class Action Complaint dated September 14, 1995 in Civil Action No.
14538 filed in the Court of Chancery of the State of Delaware in and
for New Castle County, entitled Crandon Capital Partners v. Robert G.
Bowman, Frank A. Rosenberry, James M. Harrison, Willard J. Overlock,
Joanna Bradshaw, Richard E. Cheney, Rudolph Eberstadt, Jr., Robert
Garrett, Barbara M. Henegan, John G. Russell, Robert J. Simon, and
C.R. Gibson Co. [sic].
</TABLE>
4
<PAGE> 1
EXHIBIT (g) (1)
PRESS RELEASE
September 27, 1995
Contact: James M. Harrison, Executive Vice President and
Secretary, The C.R. Gibson Company
(203) 847-4543, ext. 206
NORWALK, CONNECTICUT (September 27, 1995) - The C.R. Gibson
Company (AMEX:GIB) today announced that Crandon Capital Partners, a Florida
partnership, has commenced an action on behalf of itself, and purportedly on
behalf of a class of company stockholders similarly situated, in the Court of
Chancery of the State of Delaware in and for New Castle County against
C.R. Gibson and its directors. The complaint filed in the action requests
certification of the stockholders of C.R. Gibson, other than the defendants or
their affiliates, as a class, requests a judgment declaring that the directors
of the Company have breached their fiduciary duties to the plaintiff and the
putative class members and seeks to enjoin the cash tender offer for all of the
outstanding shares of C.R. Gibson at $9.00 per share commenced by Thomas
Nelson, Inc. on September 19, 1995. Alternatively, the action seeks to recover
damages of an unspecified amount. The complaint alleges, among other things,
that the directors of C.R. Gibson breached their fiduciary duties to the
plaintiff and the putative class members in determining to proceed with the
offer because the consideration to be paid per share is unfair and does not
maximize stockholder value. C.R. Gibson believes that the claims asserted in
the action are without merit. C.R. Gibson intends to defend the action
vigorously. C.R. Gibson has filed with the Securities and Exchange Commission
an amendment to its Schedule 14D-9 relating to the offer and has included as
an exhibit to that amendment a copy of the complaint relating to the action.
-END-
<PAGE> 1
EXHIBIT(g)(2)
IN THE COURT CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CRANDON CAPITAL PARTNERS, )
a Florida Partnership, )
Individually ) Civil Action No. 14538
And On Behalf of All Others )
Similarly Situated, )
)
Plaintiff, ) CLASS ACTION
- against - ) COMPLAINT
-------------
)
ROBERT G. BOWMAN, FRANK A. )
ROSENBERRY, JAMES M. HARRISON, )
WILLARD J. OVERLOCK, JOANNA )
BRADSHAW, RICHARD E. CHENEY, )
RUDOLPH EBERSTADT, JR., ROBERT )
GARRETT, BARBARA M. HENEGAN, )
JOHN G. RUSSELL, ROBERT J. SIMON, )
and C. R. GIBSON CO., )
)
Defendants. )
Plaintiff, Crandon Capital Partners ("Crandon"), by its undersigned
attorneys, for its complaint against defendants, alleges as follows:
NATURE OF THE ACTION
1. Plaintiff brings this action individually and as a class
action on behalf of all persons, other than defendants, who own the securities
of C.R. Gibson Co. ("Gibson" or the "Company") and who are similarly situated,
for injunctive relief and damages. Plaintiff seeks, inter alia, to enjoin the
consummation of a proposed transaction (the "Proposed Transaction") announced
by the Company and Thomas Nelson, Inc. ("Nelson") on September 14, 1995,
<PAGE> 2
pursuant to which Freeman will pay $9.00 for each share of Gibson's common
stock in a transaction valued at $67 million. Alternatively, in the event that
the transaction is consummated, plaintiff seeks to recover damages caused by
the breach of fiduciary duties owed by the director defendants (as defined
below). The Proposed Transaction and the acts of the Gibson director
defendants, as more particularly alleged herein, constitute a breach of the
defendants' fiduciary duties to the plaintiff and the class and a violation of
applicable legal standards governing the defendants herein.
2. The Proposed Transaction is being advanced through unfair
procedures and the consideration offered is an unfair price and does not
constitute a maximization of stockholder value.
3. The director defendants' authorization to pursue the Proposed
Transaction was given in breach of the director defendants' fiduciary duties
owed to Gibson's stockholders to take all necessary steps to ensure that the
stockholders will receive the maximum value realizable for their shares in any
acquisition of the Company. In the context of this action, the board of
directors, having expressed a willingness to consider an offer to purchase
Gibson, must take all reasonable steps to assure the maximization of
stockholder value, including the implementation of a bidding mechanism to
foster a fair auction of the Company to the highest bidder or the exploration
of strategic alternatives which will return greater or equivalent short-term
value to the plaintiff and the class.
2
<PAGE> 3
PARTIES
4. Plaintiff has been a continuous owner of shares of Gibson
common stock at all relevant times described herein.
5. Defendant Gibson is a corporation duly organized and existing
under the laws of the State of Delaware, with its principal offices located at
32 Knight Street, Norwalk, Connecticut. As of July 31, 1995, the Company had
approximately 7.2 million shares of common stock outstanding. The officers and
directors of Gibson hold or control approximately 2.5 million of the
outstanding shares. Gibson's principal business is the printing and
publication of record books, photograph albums, inspirational books, gift
wraps, and social stationery.
6. Defendant Robert G. Bowman, at all times material hereto, has
been the Chairman of the Board of Directors of Gibson.
7. Defendant Frank A. Rosenberry, at all times material hereto,
has been the President, Chief Executive Officer, and a director of Gibson.
8. Defendant James M. Harrison, at all times material hereto, has
been the Chief Operating Officer, Executive Vice President, Secretary,
Treasurer, and a director of Gibson.
9. Defendant Willard J. Overlock, at all times material hereto,
has been the Company's legal counsel and a director of Gibson.
10. Defendants Joanna Bradshaw, Richard E. Cheney, Rudolph
Eberstadt, Jr., Robert Garrett, Barbara M. Henegan, John G. Russell, and
Robert J. Simon are directors of Gibson.
3
<PAGE> 4
11. The defendants named in paragraphs 6 through 10 above are
hereinafter referred to as the "Individual Defendants".
12. The Individual Defendants, by reason of their corporate
directorship and/or executive positions, are fiduciaries to and for the
Company's shareholders, which fiduciary relationship requires them to exercise
their best judgment, and to act in a prudent manner and in the best interests
of the Company's shareholders.
13. Each defendant herein is sued individually as an aider and
abettor, as well as in his/her capacity as an officer and/or director of the
Company, and the liability of each arises from the fact that he or she has
engaged in all or part of the unlawful acts, plans, schemes, or transactions
complained of herein.
CLASS ACTION ALLEGATIONS
14. Plaintiff brings this action individually on its own behalf
and as a class action, on behalf of all stockholders of the Company (except the
defendants herein and any person, firm, trust, corporation, or other entity
related to or affiliated with any of the defendants) and their successors in
interest, who are or will be threatened with injury arising from defendants'
actions as more fully described herein (the "Class").
15. This action is properly maintainable as a class action.
4
<PAGE> 5
16. The Class is so numerous that joinder of all members is
impracticable. There are hundreds of shareholders who hold the approximately
7.2 million shares of Gibson common stock outstanding. The disposition of
their claims in a class action will be of benefit to the parties and the Court.
The record holders of the Company's securities can be easily determined from
the stock transfer journals maintained by Gibson or its agents.
17. A class action is superior to other methods for the fair and
efficient adjudication of the claims herein asserted, and no unusual
difficulties are likely to be encountered in the management of this action as a
class action. The likelihood of individual class members prosecuting separate
claims is remote.
18. There is a well-defined community of interest in the questions
of law and fact involved affecting the member of the Class. Among the
questions of law and fact which are common to the Class, which predominate over
questions affecting any individual class member are, inter alia, the
following:
(a) whether the Proposed Transaction is grossly unfair to
the stockholders of Gibson;
(b) whether defendants willfully and wrongfully failed to
maximize shareholder value through an adequate auction or market check process;
(c) whether defendants have breached or aided and abetted
the breach of the fiduciary and other common law duties owed by them to
plaintiff and the members of the Class; and
5
<PAGE> 6
(d) whether plaintiff and the other members of the Class
would be irreparably damaged were the transaction complained of herein
consummated.
19. Plaintiff is a member of the Class and is committed to
prosecuting this action. Plaintiff has retained competent counsel experienced
in litigation of this nature. The claims of plaintiff are typical of the
claims of other members of the Class, and plaintiff has the same interests as
the other members of the Class. Plaintiff does not have interests antagonistic
to or in conflict with those it seeks to represent. Plaintiff is an adequate
representative of the Class.
20. The likelihood of individual class members prosecuting
separate individual actions is remote due to the relatively small loss suffered
by each Class member as compared to the burden and expense of prosecuting
litigation of this nature and magnitude. Absent a class action, defendants are
likely to avoid liability for their wrongdoing, and Class members are unlikely
to obtain redress for their wrongs alleged herein. There are no difficulties
likely to be encountered in the management of the Class claims. This Court is
an appropriate forum for this dispute.
SUBSTANTIVE ALLEGATIONS
21. By the acts, transactions, and courses of conduct alleged
herein, defendants, individually and as part of a common plan and scheme and/or
aiding and abetting one another in total disregard of their fiduciary duties,
are attempting to deceive the
6
<PAGE> 7
plaintiff and the Class and deprive them unfairly of their investment in Gibson.
22. On September 14, 1995, the Dow Jones News Wire reported that
Gibson and Nelson had "signed a definitive agreement to acquire all the
outstanding shares of C.R. Gibson," which had been unanimously approved by
Gibson's board of directors.
23. Stockholders of Gibson will receive $9.00 per share in cash
for each share of stock they own. The proposed transaction is valued in excess
of $67 million.
24. The consideration to be paid to the Gibson shareholders in the
merger is grossly unfair, inadequate, and substantially below the fair or
inherent value of the Company. The $9.00 per share offering price is
approximately $0.25 per share more than the unaffected trading price of the
Company just one day prior to the announcement of the Proposed Transaction.
This price represents only a 2.8% premium over the market price of the
Company's stock.
25. The intrinsic value of the equity of Gibson is materially
greater than the merger consideration, taking into account Gibson's asset
value, its expected growth, and the strength of its business. The Company
reported on August 8, 1995 that its sales had improved 7.5% for the six months
ended June 1995 as compared to the same period in 1994. Further, Gibson
reported that its second quarter net income had increased 41% because of a
narrowed loss from discontinued operations. In light of its increased sales
and operating efficiencies, Gibson is appropriately
7
<PAGE> 8
valued higher than the total consideration offered under the Proposed
Transaction.
26. The Proposed Transaction price is not the result of arm's
length negotiations but was fixed arbitrarily by defendants and Nelson as part
of the unlawful plan and scheme to obtain the ownership of Gibson at the lowest
possible price. These facts have not been disclosed by defendants.
27. Additionally, defendants, in violation of their fiduciary
obligations to maximize stockholder value, have not considered other potential
purchasers of Gibson or its stock in a manner designed to obtain the highest
possible price for Gibson public stockholders.
28. The Proposed Transaction is wrongful, unfair, and harmful to
Gibson stockholders, and represents an attempt by defendants to aggrandize or,
at a minimum, maintain their personal and financial positions and interests and
to enrich themselves, at the expense of and to the detriment of the
stockholders of the Company. The Proposed Transaction will deny class members
their right to share proportionately in the true value of Gibson's valuable
assets, profitable business, and future growth in profits and earnings, while
usurping the same for the benefit of the defendants at an unfair and inadequate
price.
29. By reason of all of the foregoing, defendants herein have
willfully participated in unfair dealing toward the plaintiff and the other
members of the Class and have engaged in and
8
<PAGE> 9
substantially assisted and aided and abetted each other in breach of
the fiduciary duties owed by them to the Class.
30. Defendants have violated fiduciary and other common law duties
owed to the plaintiff and the other members of the Class in that they have not
and are not exercising independent business judgment, and have acted and are
acting to the detriment of the Class in order to benefit themselves and/or
their colleagues.
31. As a result of the action of defendants, plaintiff and the
Class have been and will be damaged in that they have been deceived, are the
victims of unfair dealing, and are not receiving the fair value of Gibson's
assets and businesses.
32. Unless enjoined by this Court, defendants will continue to
breach their fiduciary duties owed to plaintiff and the Class, and will succeed
in their plan to enrich themselves by excluding the Class from its fair
proportionate share of Gibson's valuable assets and businesses, all to the
irreparable harm of the Class.
33. The plaintiff and the Class have no adequate remedy of law.
WHEREFORE, plaintiff prays for judgment and relief as follows:
(a) declaring that this lawsuit is properly maintainable
as a class action and certifying the plaintiff as proper representative of the
Class;
(b) declaring that the defendants and each of them have
committed or aided and abetted an abuse of trust and have
9
<PAGE> 10
breached their fiduciary duties to the plaintiff and the other members
of the Class;
(c) preliminarily and permanently enjoining defendants
and their counsel, agents, employees, and all persons acting under, in concert
with, or for them, from proceeding with, consummating or closing the Proposed
Transaction;
(d) in the event the Proposed Transaction is consummated,
rescinding it and setting it aside;
(e) ordering defendants to permit a stockholders'
committee comprised only of class members and their representatives to ensure
a fair procedure, adequate procedural safe-guards, and independent input by
plaintiff and the Class in connection with any transaction for the shares of
Gibson;
(f) awarding damages against defendants, jointly and
severally, in an amount to be determined at trial, together with prejudgment
interest at the maximum rate allowable by law;
(g) awarding plaintiff and the Class their costs and
disbursements and reasonable allowances for plaintiff's counsel and experts'
fees and expenses; and
(h) granting such other and further relief as may be just
and proper.
Dated: September 14, 1995 ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
By: /s/ Kevin Gross
-----------------------------
Kevin Gross
First Federal Plaza
P.O. Box 1070
Wilmington, Delaware 19899-1070
(302) 656-4433
10
<PAGE> 11
OF COUNSEL:
WECHSLER SKIRNICK HARWOOD
HALEBIAN & FEFFER LLP
805 Third Avenue
New York, New York 10022
(212) 935-7400
11
