<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 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. 4 -- Final Amendment)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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. 4 to Schedule 14D-1 and Amendment No. 2 to Schedule 13D
is being filed by Thomas Nelson, Inc., a Tennessee corporation (the "Parent"),
and Nelson Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of the Parent (the "Offeror"), to amend and supplement the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D, originally filed by the Parent and
the Offeror on September 19, 1995, as amended September 27, 1995, October 16,
1995, and November 1, 1995 (which, together with any amendments hereto or
thereto, collectively constitute the "Schedule"), with respect to the offer 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 (the "Company"),
for $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, and
the Supplement to the Offer to Purchase, dated October 16, 1995, previously
filed as Exhibits (a)(1) and (a)(10) hereto, respectively (as supplemented and
amended, the "Offer to Purchase"). The Offer to Purchase and the related Letter
of Transmittal previously filed as Exhibit (a)(2) hereto together with any
amendments or supplements hereto or thereto, collectively constitute the
"Offer." Unless otherwise indicated herein, each capitalized term used and not
defined herein shall have the meaning assigned to such term in the Schedule or
in the Offer to Purchase.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
Item 5(a), (f) and (g) is hereby supplemented to include the information
set forth in Item 6 of this Amendment.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby supplemented as follows:
The Offer expired at 12:00 Midnight, New York City Time, on Monday,
October 30, 1995. The expiration and successful completion of the Offer
were disclosed in a Press Release, dated October 31, 1995, previously filed
as Exhibit (a)(12) hereto. Pursuant to the Offer, 7,189,837 shares were
validly tendered and accepted for payment, resulting in total ownership by
the Parent and the Offerer of approximately 92.7% of the outstanding Shares
on a fully diluted basis. On November 7, 1995, the Parent, the Offeror and
the Company consummated the merger (the "Merger") as contemplated in the
Tender Offer and Merger Agreement, dated as of September 13, 1995 and as
amended October 16, 1995, among the Parent, the Offeror and the Company,
previously filed as Exhibits (c)(1) and (c)(14) hereto. As a result of the
Merger, the Offeror was merged into the Company, with the Company being the
surviving corporation and a wholly owned subsidiary of the Parent.
As a result of the consummation of the Offer and Merger, the Shares
became eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). On November 8, 1995, the Company filed a certification on Form 15
with the Securities and Exchange Commission, suspending its obligation to
file reports pursuant to Section 13 or Section 15(d) of the Exchange Act,
and the Shares ceased to be traded on the American Stock Exchange.
Stockholders holding Shares not previously tendered will be contacted by
SunTrust Bank, Atlanta, as Exchange Agent, with instructions regarding the
exchange of their Shares for cash.
The foregoing description is qualified in its entirety by the
information set forth in the Notice of Merger, dated November 8, 1995,
filed as Exhibit (a)(13) hereto, describing the Merger and the related
Letter of Transmittal, filed as Exhibit (a)(14) hereto, containing
instructions regarding the exchange of Shares not tendered pursuant to the
Offer.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby supplemented to include the information set forth in
Item 6 of this Amendment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibits:
(a)(13) Notice of Merger, dated November 8, 1995.
(a)(14) Letter of Transmittal to accompany Notice of Merger (including
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9).
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>
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
November 8, 1995
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -----------------------------------------------------------------------------------
<C> <S> <C>
(a)(13) -- Notice of Merger dated November 8, 1995.
(a)(14) -- Letter of Transmittal to accompany Notice of Merger (including
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9).
</TABLE>
4
<PAGE> 1
Exhibit (a)(13)
THE C.R. GIBSON COMPANY
32 KNIGHT STREET
P.O. BOX 5220
NORWALK, CONNECTICUT 06856-5220
NOTICE OF MERGER
OF
NELSON ACQUISITION CORP.
WITH AND INTO
THE C.R. GIBSON COMPANY
TO THE FORMER HOLDERS OF COMMON STOCK
OF THE C.R. GIBSON COMPANY:
NOTICE IS HEREBY GIVEN pursuant to Sections 253(d) and 262(d)(2) of the
General Corporation Law of the State of Delaware (the "DGCL") that the merger
(the "Merger") of Nelson Acquisition Corp., a Delaware corporation(the
"Offeror"), with and into The C.R. Gibson Company, a Delaware corporation (the
"Company"), became effective on November 7, 1995 (the "Effective Date") upon the
filing of an Articles of Merger with the Delaware Secretary of State (the
"Effective Time"). Immediately prior to the Merger, the Offeror was a
wholly-owned subsidiary of Thomas Nelson, Inc., a Tennessee corporation (the
"Parent"), and owned more than 90% of the shares of common stock, par value
$0.10 per share, of the Company (the "Shares"). This notice is first being
mailed on or about November 8, 1995 to holders of Shares immediately prior to
the Effective Time (the "Former Stockholders").
As described below, under the terms of the Merger and the applicable
provisions of the DGCL, the Shares ceased to be outstanding as of the Effective
Time, and each such Share (other than Shares held by the Offeror, all of which
were cancelled (the "Cancelled Shares"), and Shares held by stockholders who
properly exercise the dissenters' rights referred to below) now represents
solely a right to receive $9.00 in cash without interest. TO RECEIVE PAYMENT OF
THE $9.00 PER SHARE IN CASH PAYABLE PURSUANT TO THE MERGER, FORMER STOCKHOLDERS
MUST COMPLETE THE ENCLOSED LETTER OF TRANSMITTAL AND MUST PRESENT THE LETTER OF
TRANSMITTAL AND THE STOCK CERTIFICATES FORMERLY REPRESENTING SHARES (THE
"CERTIFICATES") TO SUNTRUST BANK, ATLANTA, AS EXCHANGE AGENT, IN THE MANNER
DESCRIBED BELOW AND IN THE LETTER OF TRANSMITTAL THAT ACCOMPANIES THIS NOTICE.
The Offeror acquired its ownership of more than 90% of the outstanding
Shares following the consummation of its tender offer for all outstanding Shares
that expired at 12:00 Midnight, New York City Time, on October 30, 1995 (the
"Offer"), at a price of $9.00 per Share, net to the seller in cash and without
interest. The Offer was made pursuant to the Tender Offer and Merger Agreement,
dated as of September 13, 1995 and as amended October 16, 1995, among the
Parent, the Offeror and the Company (the "Merger Agreement"). For more
information concerning the Offer, the Merger Agreement and other related
agreements, Former Stockholders should consult the joint Tender Offer Statement
on Schedule 14D-1 and Schedule 13D (the "Schedule 14D-1/13D") filed by the
Offeror and the Parent with the Securities and Exchange Commission (the "SEC")
on September 19, 1995, together with the amendments and exhibits thereto, and
the Solicitation/ Recommendation Statement on Schedule 14D-9 filed by the
Company with the SEC on September 19, 1995, together with any amendments and
exhibits thereto (the "Schedule 14D-9").
<PAGE> 2
Until the Effective Date, the Company filed information with the SEC under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating
to its business, financial condition and other matters. Such reports and other
information (including proxy statements distributed to the Company's
stockholders and filed with the SEC), the Schedule 14D-1/13D and the Schedule
14D-9 may be inspected and copied at the public reference facilities maintained
by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and also should be available for inspection and copying at the regional offices
of the SEC in New York (7 World Trade Center, Suite 1300, New York, New York
10048) and Chicago (Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511). Copies of such materials also can be obtained
from the Public Reference Section of the SEC in Washington, D.C., at prescribed
rates.
Because the Offeror held in excess of 90% of the Shares outstanding, no
action was required under the DGCL by any Company stockholders other than the
Offeror in order for the Merger to become effective. At the Effective Time, the
separate corporate existence of the Offeror terminated and the Company, as the
surviving corporation in the Merger (sometimes referred to herein as the
"Surviving Corporation"), became wholly-owned by the Parent.
Under the terms of the Merger Agreement and the applicable provisions of
the DGCL, the Shares ceased to be outstanding as of the Effective Time, and each
such Share (other than the Cancelled Shares and Shares as to which appraisal
rights are properly exercised) now represents solely a right to receive $9.00
per Share in cash without interest. In addition, under the terms of the Merger
Agreement and the applicable provisions of the DGCL, each share of common stock,
no par value per share, of the Offeror outstanding as of the Effective Time (all
of which were owned by the Parent) was converted into one Share of the Surviving
Corporation. As a result, all of the outstanding common stock of the Surviving
Corporation is now owned by the Parent.
SunTrust Bank, Atlanta, has been appointed Exchange Agent (the"Exchange
Agent") for the purposes of receiving the Certificates formerly representing
Shares and transmitting cash payments to Former Stockholders. A Letter of
Transmittal accompanies this Notice of Merger for your use in surrendering your
Certificates to the Exchange Agent. Certificates accompanied by a properly
completed Letter of Transmittal should be presented to the Exchange Agent
promptly in order to obtain payment of $9.00 per Share pursuant to the Merger.
At the Effective Time, the Share transfer books of the Company were closed and
no transfers of Shares could thereafter be made. In the event of a transfer of
ownership of Shares which is not registered in the transfer records of the
Company, the $9.00 per share in cash may be paid to a transferee if the
Certificate evidencing such Shares is presented to the Exchange Agent
accompanied by all documents required to evidence and effect such transfer and
by evidence that any applicable stock transfer taxes have been paid. At any time
following six months after the Effective Date, any funds (including the proceeds
of any investments thereof) that have been made available to the Exchange Agent
and that have not been disbursed to holders of Certificates shall be repaid to
the Surviving Corporation, and thereafter such holders will be entitled to look
to the Surviving Corporation (subject to abandoned property, escheat or other
similar laws) only as general creditors with respect to the cash payable upon
due surrender of such certificates.
Until a Certificate that formerly represented Shares (other than the
Cancelled Shares and Shares as to which appraisal rights are properly exercised)
is actually surrendered for exchange, it shall represent solely the right to
receive the cash into which the Shares it theretofore represented were
converted, without interest. Upon the surrender and exchange of such a
Certificate to the Exchange Agent, along with a properly completed Letter of
Transmittal, the holder thereof shall be paid as soon as practicable, without
interest, by check mailed to the address specified by such holder in the Letter
of Transmittal, for the Shares held by it at the Effective Time.
Under Sections 253(d) and 262 of the DGCL, the Former Stockholders who do
not wish to accept the cash payment to which they became entitled pursuant to
the Merger have the right to seek appraisal of the value of their Shares in the
Delaware Court of Chancery. Former Stockholders who do not wish to accept the
$9.00 in cash per Share and who wish to assert their rights to an appraisal as
to such Shares must so notify the Surviving Corporation in writing at:
Secretary, The C.R. Gibson Company, c/o Thomas Nelson, Inc., Nelson Place at Elm
Hill Pike, Nashville, Tennessee 37214-1000, Attention: Joe L. Powers, within 20
days after the date of mailing of this Notice of Merger, as indicated by the
postmark on the envelope containing this Notice
2
<PAGE> 3
of Merger. Such notification should be sent by registered or certified mail,
with return receipt requested. Such written notice from a Former Stockholder
wishing to assert appraisal rights must reasonably inform the Surviving
Corporation of the identity of such stockholder, and that such stockholder
intends thereby to demand appraisal of its Shares. IN ADDITION, TO PERFECT THEIR
APPRAISAL RIGHTS, DISSENTING FORMER STOCKHOLDERS MUST COMPLY WITH ALL OF THE
CONDITIONS AND OTHER PROCEDURES EXPLAINED UNDER "RIGHTS OF DISSENTING
STOCKHOLDERS" IN ANNEX I TO THIS NOTICE AND SET FORTH IN THE TEXT OF SECTION 262
OF THE DGCL, A COPY OF WHICH IS ATTACHED TO THIS NOTICE AS ANNEX III.
UNDER DELAWARE LAW, THE PROCEDURES TO OBTAIN APPRAISAL RIGHTS MUST BE
CARRIED OUT BY AND IN THE NAME OF HOLDERS OF RECORD OF SHARES. Former
Stockholders who are the beneficial but not the record owners of Shares (such as
Shares held by a broker in "street name" rather than in the name of the
beneficial owner thereof) and who wish to exercise such appraisal rights, are
advised to consult promptly with the record owners as to the timely exercise of
such rights and to cause such record owners to make the appropriate demand.
FAILURE TO FOLLOW STRICTLY THE PROCEDURES SET FORTH IN SECTION 262 OF THE
DGCL MAY RESULT IN A TERMINATION OR LOSS OF APPRAISAL RIGHTS UNDER SECTION 262
OF THE DGCL.
The foregoing description does not purport to be a complete summary of the
applicable provisions of Sections 253 and 262 of the DGCL, and is qualified in
its entirety by reference to such provisions, which are attached hereto in full
as Annex II and Annex III, respectively, and the narrative summary of Section
262, which is attached hereto as Annex I.
THE C.R. GIBSON COMPANY
Dated: November 8, 1995
3
<PAGE> 4
ANNEX I
RIGHTS OF DISSENTING STOCKHOLDERS
Under Section 262 of the DGCL, any Former Stockholder who does not wish to
accept the per Share cash consideration pursuant to the Merger has the right to
seek an appraisal and be paid the "fair value" of Shares held as of the
Effective Time (exclusive of any element of value arising from the
accomplishment or expectation of the Merger) judicially determined and paid to
it in cash, together with a fair rate of interest, provided that such holder
complies with the provisions of such Section 262 of the DGCL. The Company is
required to send a notice to that effect to each Former Stockholder within 10
days after the Effective Date. The Notice of Merger, of which this Annex I is a
part, constitutes such notice.
The following is a brief summary of the statutory procedures to be followed
by a Former Stockholder in order to dissent from the Merger and perfect
appraisal rights under Delaware law. THIS SUMMARY IS NOT INTENDED TO BE COMPLETE
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SECTION 262 OF THE DGCL, THE
TEXT OF WHICH IS SET FORTH IN ANNEX III. ANY FORMER STOCKHOLDER CONSIDERING
DEMANDING APPRAISAL IS ADVISED TO CONSULT LEGAL COUNSEL.
Former Stockholders of record who desire to exercise their appraisal rights
must fully satisfy all of the following conditions. A written demand for
appraisal of Shares must be delivered to the Secretary of the Surviving
Corporation within 20 days after the date of mailing of this Notice of Merger.
A demand for appraisal must be executed by or for the stockholder of
record, fully and correctly, as such stockholder's name appears on the stock
certificates. If Shares are owned of record in a fiduciary capacity, such as by
a trustee, guardian or custodian, such demand must be executed by the fiduciary.
If Shares are owned of record by more than one person, as in a joint tenancy or
tenancy in common, such demand must be executed by all joint owners. An
authorized agent, including an agent for two or more joint owners, may execute
the demand for appraisal for a stockholder of record; however, the agent must
identify the record owner and expressly disclose the fact that in exercising the
demand, it is acting as agent for the record owner.
A record owner, such as a broker, who holds Shares as a nominee for others,
may exercise appraisal rights with respect to the Shares held for all or less
than all beneficial owners of Shares as to which the holder is the record owner.
In such case the written demand must set forth the number of Shares covered by
such demand. Where the number of Shares is not expressly stated, the demand will
be presumed to cover all Shares outstanding at the Effective Time in the name of
such record owner. Beneficial owners who are not record owners and who intend to
exercise appraisal rights should instruct the record owner to comply strictly
with the statutory requirements with respect to the exercise of appraisal rights
before the expiration of the 20-day period.
Former Stockholders who elect to exercise appraisal rights must mail or
deliver their written demands to: Secretary, The C.R. Gibson Company, c/o Thomas
Nelson, Inc., Nelson Place at Elm Hill Pike, Nashville, Tennessee 37214-1000,
Attention: Joe L. Powers. The written demand for appraisal should specify the
stockholder's name and mailing address, the number of Shares covered by the
demand and that the stockholder is thereby demanding appraisal of such Shares.
Within 120 days after the Effective Date, either the Company or any
stockholder who has complied with the required conditions of Section 262 of the
DGCL and who is otherwise entitled to appraisal rights may file a petition in
the Delaware Court of Chancery demanding a determination of the fair value of
the Shares of the dissenting stockholders. If a petition for an appraisal is
timely filed, after a hearing on such petition, the Delaware Court of Chancery
will determine which stockholders are entitled to appraisal rights and
thereafter will appraise the Shares owned by such stockholders, determining the
fair value of such Shares, exclusive of any element of value arising from the
accomplishment or expectation of the Merger, together with a fair rate of
interest, if any, to be paid upon the amount determined to be the fair value. In
determining fair value, the Delaware Court of Chancery is to take into account
all relevant factors.
I-1
<PAGE> 5
Former Stockholders who in the future consider seeking appraisal should
have in mind that the fair value of their Shares determined under Section 262 of
the DGCL could be more than, the same as, or less than the per Share cash
consideration paid pursuant to the Merger if they do seek appraisal of their
Shares, and that opinions of investment banking firms as to fairness from a
financial point of view are not necessarily opinions as to fair value under
Section 262 of the DGCL. Moreover, the Parent intends to cause the Surviving
Corporation to argue in any appraisal proceeding that, for purposes thereof, the
"fair value" of the Shares is less than that paid in the Offer. The cost of the
appraisal proceeding may be determined by the Delaware Court of Chancery and
taxed upon the parties as the Delaware Court of Chancery deems equitable in the
circumstances. Upon application of a dissenting stockholder, the Delaware Court
of Chancery may order that all or a portion of the expenses incurred by any
dissenting stockholder in connection with the appraisal proceeding, including,
without limitation, reasonable attorneys' fees and the fees and expenses of
experts, be charged pro rata against the value of all Shares entitled to
appraisal. In the absence of such determination or assessment, each party bears
its own expenses.
Any Former Stockholder who has duly demanded appraisal in compliance with
Section 262 of the DGCL will not, after the Effective Time, be entitled to vote
for any purpose the Shares subject to such demand or to receive payment of
dividends or other distributions on such Shares, except for dividends or other
distributions payable to stockholders of record at a date prior to the Effective
Date.
At any time within 60 days after the Effective Date, any Former Stockholder
shall have the right to withdraw its demand for appraisal and to accept the per
Share cash consideration pursuant to the Merger. After this period, such holder
may withdraw its demand for appraisal only with the written consent of the
Surviving Corporation. If no petition for appraisal is filed with the Delaware
Court of Chancery within 120 days after the Effective Date, stockholders' rights
to appraisal shall cease and all stockholders shall be entitled to receive the
per Share cash consideration pursuant to the Merger. Inasmuch as the Surviving
Corporation has no obligation to file such a petition, and the Parent has no
present intention to cause or permit the Surviving Corporation to do so, any
stockholder who desires such a petition to be filed is advised to file it on a
timely basis. However, no petition timely filed in the Delaware Court of
Chancery demanding appraisal shall be dismissed as to any stockholder without
the approval of the Delaware Court of Chancery, and such approval may be
conditioned upon such terms as the Delaware Court of Chancery deems just.
Failure to take any required step in connection with the exercise of
appraisal rights may result in the termination or waiver of such rights.
THE FOREGOING IS A BRIEF SUMMARY OF SECTION 262 OF THE DGCL WHICH SETS
FORTH THE PROCEDURES FOR DISSENTING FROM THE MERGER AND DEMANDING STATUTORY
APPRAISAL RIGHTS. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SECTION 262 OF THE DGCL, A COPY OF WHICH IS ATTACHED HERETO AS ANNEX III.
I-2
<PAGE> 6
ANNEX II
GENERAL CORPORATION LAW OF DELAWARE
SECTION 253. MERGER OF PARENT CORPORATION AND SUBSIDIARY OR SUBSIDIARIES.
(a) In any case in which at least 90% of the outstanding shares of each
class of the stock of a corporation or corporations is owned by another
corporation and 1 of the corporations is a corporation of this State and the
other or others are corporations of this State, or any other state or states, or
the District of Columbia and the laws of the other state or states, or the
District permit a corporation of such jurisdiction to merge with a corporation
of another jurisdiction, the corporation having such stock ownership may either
merge the other corporation or corporations into itself and assume all of its or
their obligations, or merge itself, or itself and 1 or more of such other
corporations, into 1 of the other corporations by executing, acknowledging and
filing, in accordance with section 103 of this title, a certificate of such
ownership and merger setting forth a copy of the resolution of its board of
directors to so merge and the date of the adoption; provided, however, that in
case the parent corporation shall not own all the outstanding stock of all the
subsidiary corporations, parties to a merger as aforesaid, the resolution of the
board of directors of the parent corporation shall state the terms and
conditions of the merger, including the securities, cash, property, or rights to
be issued, paid, delivered or granted by the surviving corporation upon
surrender of each share of the subsidiary corporation or corporations not owned
by the parent corporation. If the parent corporation be not the surviving
corporation, the resolution shall include provision for the pro rata issuance of
stock of the surviving corporation to the holders of the stock of the parent
corporation on surrender of any certificates therefor, and the certificate of
ownership and merger shall state that the proposed merger has been approved by a
majority of the outstanding stock of the parent corporation entitled to vote
thereon at a meeting duly called and held after 20 days' notice of the purpose
of the meeting mailed to each such stockholder at his address as it appears on
the records of the corporation if the parent corporation is a corporation of
this State or state that the proposed merger has been adopted, approved,
certified, executed and acknowledged by the parent corporation in accordance
with the laws under which it is organized if the parent corporation is not a
corporation of this State. A certified copy of the certificate shall be recorded
in the office of the recorder of the county in this State in which the
registered office of each constituent corporation which is a corporation of this
State is located. If the surviving corporation exists under the laws of the
District of Columbia or any state or jurisdiction other than this State,
subsection (d) of section 252 of this title shall also apply to a merger under
this section.
(b) If the surviving corporation is a Delaware corporation, it may change
its corporate name by the inclusion of a provision to that effect in the
resolution of merger adopted by the directors of the parent corporation and set
forth in the certificate of ownership and merger, and upon the effective date of
the merger, the name of the corporation shall be so changed.
(c) Subsection (d) of section 251 of this title shall apply to a merger
under this section, and subsection (e) of section 251 of this title shall apply
to a merger under this section in which the surviving corporation is the
subsidiary corporation and is a corporation of this State. References to
"agreement of merger" in subsections (d) and (e) of section 251 of this title
shall mean for purposes of this subsection the resolution of merger adopted by
the board of directors of the parent corporation. Any merger which effects any
changes other than those authorized by this section or made applicable by this
subsection shall be accomplished under section 251 or section 252 of this title.
Section 262 of this title shall not apply to any merger effected under this
section, except as provided in subsection (d) of this section.
(d) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under this section is not owned by the parent
corporation immediately prior to the merger, the stockholders of the subsidiary
Delaware corporation party to the merger shall have appraisal rights as set
forth in section 262 of this title.
(e) A merger may be effected under this section although 1 or more of the
corporations parties to the merger is a corporation organized under the laws of
a jurisdiction other than 1 of the United States; provided that the laws of such
jurisdiction permit a corporation of such jurisdiction to merge with a
corporation of another jurisdiction.
II-1
<PAGE> 7
ANNEX III
GENERAL CORPORATION LAW OF DELAWARE
SECTION 262. APPRAISAL RIGHTS.
(a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares through
the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to section 228
of this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of his shares of stock under the circumstances described in
subsections (b) and (c) of this section. As used in this section, the word
"stockholder" means a holder of record of stock in a stock corporation and also
a member of record of a nonstock corporation; the words "stock" and "share" mean
and include what is ordinarily meant by those words and also membership or
membership interest of a member of a nonstock corporation; and the words
"depository receipt" mean a receipt or other instrument issued by a depository
representing an interest in one or more shares, or fractions thereof, solely of
stock of a corporation, which stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to section 251, 252, 254, 257, 258, 263 or 264 of this title:
(1) Provided, however, that no appraisal rights under this section
shall be available for the shares of any class or series of stock, which
stock, or depository receipts in respect thereof, at the record date fixed
to determine the stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of section 251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to section
251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock
anything except:
a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect thereof;
b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock or depository receipts at the
effective date of the merger or consolidation will be either listed on a
national securities exchange or designated as a national market system
security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. or held of record by more than 2,000
holders;
c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a.and b. of this
paragraph; or
d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this
paragraph.
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under section 253 of this title is not owned by
the parent corporation immediately prior to the merger, appraisal rights
shall be available for the shares of the subsidiary Delaware corporation.
III-1
<PAGE> 8
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights
are provided under this section is to be submitted for approval at a
meeting of stockholders, the corporation, not less than 20 days prior to
the meeting, shall notify each of its stockholders who was such on the
record date for such meeting with respect to shares for which appraisal
rights are available pursuant to subsection (b) or (c) hereof that
appraisal rights are available for any or all of the shares of the
constituent corporations, and shall include in such notice a copy of this
section. Each stockholder electing to demand the appraisal of his shares
shall deliver to the corporation, before the taking of the vote on the
merger or consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of the
identity of the stockholder and that the stockholder intends thereby to
demand the appraisal of his shares. A proxy or vote against the merger or
consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein
provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become
effective; or
(2) If the merger or consolidation was approved pursuant to section
228 or 253 of this title, the surviving or resulting corporation, either
before the effective date of the merger or consolidation or within 10 days
thereafter, shall notify each of the stockholders entitled to appraisal
rights of the effective date of the merger or consolidation and that
appraisal rights are available for any or all of the shares of the
constituent corporation, and shall include in such notice a copy of this
section. The notice shall be sent by certified or registered mail, return
receipt requested, addressed to the stockholder at his address as it
appears on the records of the corporation. Any stockholder entitled to
appraisal rights may, within 20 days after the date of mailing of the
notice, demand in writing from the surviving or resulting corporation the
appraisal of his shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of his shares.
(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept theterms offered upon the merger
or consolidation. Within 120 days after the effective date of the merger or
consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after
his written request for such a statement is received by the surviving or
resulting corporation or within 10 days after expiration of the period for
delivery of demands for appraisal under subsection (d) hereof, whichever is
later.
III-2
<PAGE> 9
(f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at
least 1 week before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication
shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
tothe final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted his
certificates of stock to the Register in Chancery, if such is required, may
participate fully in all proceedings until it is finally determined that he is
not entitled to appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
III-3
<PAGE> 10
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.
(l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.
III-4
<PAGE> 1
Exhibit (a)(14)
LETTER OF TRANSMITTAL
To Accompany Certificates Which Represented Shares
of
Common Stock
of
THE C. R. GIBSON COMPANY
Surrendered in Exchange for Cash
Pursuant to the Merger
with
NELSON ACQUISITION CORP.
a wholly owned subsidiary of
THOMAS NELSON, INC.
TO: SUNTRUST BANK, ATLANTA, EXCHANGE AGENT
<TABLE>
<S> <C> <C>
By Hand: By Overnight Courier: By Mail:
58 Edgewood Avenue 58 Edgewood Avenue P.O. Box 4625
Room 225 Annex Room 225 Annex Atlanta, Georgia 30302
Atlanta, Georgia 30303 Atlanta, Georgia 30303
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------
DESCRIPTION OF CERTIFICATE(S) SURRENDERED
- ---------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATES SURRENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
CERTIFICATE REPRESENTED BY
NUMBER(S) CERTIFICATE(S)
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
TOTAL SHARES SURRENDERED
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby surrenders to SunTrust Bank, Atlanta, as exchange
agent ("Exchange Agent"), of The C.R. Gibson Company, a Delaware corporation
(the "Surviving Corporation," and referred to with respect to the period prior
to the Merger (as defined below) as the "Company") and a wholly owned subsidiary
of Thomas Nelson, Inc., a Tennessee Corporation ("Parent"), the above-described
certificate(s) (the "Certificate(s)") formerly representing shares of common
stock, par value $0.10 per share (the "Shares"), of the Company in exchange for
$9.00 per Share in cash and without interest pursuant to the terms and subject
to the conditions of the Tender Offer and Merger Agreement dated as of September
13, 1995 and as amended October 16, 1995, among the Company, the Parent and
Nelson Acquisition Corp., a Delaware corporation ("Offeror") and former wholly
owned subsidiary of Parent (the "Merger Agreement"), and in connection with the
merger of Offeror with and into the Company (the "Merger').
The Merger became effective on November 7, 1995 and is described in the
Notice of Merger, dated November 8, 1995 (the "Notice of Merger"), that
accompanies this Letter of Transmittal and receipt of which is hereby
acknowledged. As a result of the Merger, each Share (other than Shares owned by
Offeror, Parent or any subsidiary of Parent) has been cancelled and converted
automatically into the right to receive $9.00 per Share in cash and without
interest pursuant to the terms and subject to the conditions of the Merger
Agreement (the "Merger Consideration").
The undersigned understands that upon delivery of this Letter of
Transmittal to the Exchange Agent in accordance with the instructions contained
herein, together with the Certificate(s), a check in payment of $9.00 per Share
represented by the Certificate(s) transmitted herewith will be issued and mailed
to the undersigned at the address set forth below unless otherwise indicated
under "Special Payment Instructions" or "Special Delivery Instructions."
The surrender of the Certificate(s) shall not be affected by, and shall
survive the death or incapacity of, the undersigned and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to surrender the Certificate(s) surrendered herewith
and that the Shares represented by such Certificate(s) are free and clear of all
liens, restrictions, charges and encumbrances and will not be subject to any
adverse claim. The undersigned, upon request, will execute and deliver any
additional documents deemed by the Exchange Agent, the Surviving Corporation or
Parent to be necessary or desirable in connection with the surrender of the
Certificate(s). The undersigned hereby acknowledges that delivery of the
Certificate(s) shall be effected, and risk of loss and title to the
Certificate(s) shall pass, only upon proper delivery thereof to the Exchange
Agent.
/ / CHECK HERE IF ANY OF THE CERTIFICATES WHICH REPRESENTED SHARES
THAT YOU OWN HAVE BEEN LOST OR DESTROYED. YOU MUST CONTACT THE
EXCHANGE AGENT TO OBTAIN INSTRUCTIONS FOR REPLACING SUCH
CERTIFICATES. SEE INSTRUCTION 7.
2
<PAGE> 3
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4) (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if the check for the To be completed ONLY if the check for the
aggregate Merger Consideration is to be aggregate Merger Consideration is to be sent
issued in the name of someone other than to someone other than the undersigned, or to
the undersigned. the undersigned at an address other than that
Issue check to: above.
Name: _______________________________________ Mail check to:
(Please Print) Name: ______________________________________
Address: ____________________________________ (Please Print)
Address: ___________________________________
_____________________________________________
(Include Zip Code) ____________________________________________
(Include Zip Code)
_____________________________________________
(Employer Identification or Social Security
Number)
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C> <C>
____________________________________________________________________________________________________
SIGN SIGN HERE
HERE (ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
____________________________________________________________________________________________________
____________________________________________________________________________________________________
(SIGNATURE(S) OF STOCKHOLDER(S))
Dated:_____________________ , 1995
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the surrendered
Certificate(s) or on a security position listing or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted herewith. If signature is by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please provide the following
information and see Instruction 3.)
Dated:_____________________ , 1995
Name(s)_____________________________________________________________________________________________
____________________________________________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title)_______________________________________________________________________________
Address:____________________________________________________________________________________________
____________________________________________________________________________________________________
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No._________________________________________________________________
Employer Identification or Social Security Number___________________________________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 3 AND 4)
Authorized Signature________________________________________________________________________________
Name________________________________________________________________________________________________
____________________________________________________________________________________________________
(PLEASE PRINT)
Name of Firm________________________________________________________________________________________
Address_____________________________________________________________________________________________
____________________________________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No. ( )__________________________________________________________________
Dated:____________________ , 1995
____________________________________________________________________________________________________
</TABLE>
4
<PAGE> 5
INSTRUCTIONS
FOR SURRENDERING CERTIFICATES WHICH REPRESENTED SHARES
OF COMMON STOCK IN EXCHANGE FOR CASH
1. EXECUTION AND DELIVERY OF LETTER OF TRANSMITTAL
To receive the Merger Consideration, this Letter of Transmittal or a
facsimile hereof must be properly completed, dated, and signed, and must be
received together with your Certificate(s) that represented Shares by the
Exchange Agent at either of the addresses set forth on the front cover of this
Letter of Transmittal. Delivery of this Letter of Transmittal to an address
other than as set forth on the front cover will not constitute a valid delivery.
THE METHOD OF DELIVERY TO THE EXCHANGE AGENT IS AT YOUR OPTION AND RISK; IF SENT
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
SUGGESTED. A pre-addressed envelope is enclosed for your convenience.
The check for any cash payment to which a holder may be entitled will be
mailed as soon as practicable following the processing by the Exchange Agent of
the properly completed Letter of Transmittal pursuant to and in accordance with
the provisions of this Letter of Transmittal. If special issuance instructions
are provided in this Letter of Transmittal, or if these instructions are not
properly followed, the mailing of the check may be delayed.
2. INADEQUATE SPACE
If there is insufficient space on this Letter of Transmittal to list all
your Certificates being submitted to the Exchange Agent, please attach a
separate list.
3. SIGNATURES
The signatures on this Letter of Transmittal should correspond exactly with
the name as written on the face of the Certificate(s) transmitted unless the
shares described on this Letter of Transmittal have been transferred or assigned
by the registered holder or holders. In that case, this Letter of Transmittal
should be signed in exactly the same form as the name of the last transferee or
assignee, who should comply with Instruction 4. In the case of joint holders,
all joint holders should sign.
If this Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, officer of a corporation, or attorney-in-fact, or by a
person acting in any other representative or fiduciary capacity, the person
signing must give his or her full title, and appropriate evidence of authority
to act in such capacity must be forwarded with this Letter of Transmittal. If
additional documents are required by the Exchange Agent, you will be so advised.
If this Letter of Transmittal is signed on behalf of a partnership, each general
partner must sign this Letter of Transmittal and include each partner's name,
address and telephone number.
If any holder's Shares are registered in different ways on different
Certificates, it will be necessary for the stockholder to complete, sign, and
submit as many separate Letters of Transmittal as there are different
registrations, or the holder may provide only one Letter of Transmittal and sign
it each way his or her name appears on different Certificates. However, each
signature must be guaranteed as described in Instruction 4.
4. SPECIAL ISSUANCE INSTRUCTIONS AND SPECIAL DELIVERY INSTRUCTIONS
If a check in payment for the Certificate(s) is to be made to someone other
than the registered holder of the surrendered Certificate(s) (for example, if
the Certificate(s) has been transferred or assigned and the transfer has not
been registered on the books of the Company), please complete the "Special
Payment Instructions" box in this Letter of Transmittal. If the check is to be
issued and made payable to the registered holder but delivered to an address
different from that appearing above, or if the check is to be issued and made
payable to someone other than the registered holder and delivered to an address
different from that appearing in the box entitled "Special Payment
Instructions," please complete the "Special Delivery Instructions" box. In
addition, in each case please comply with the following:
(a) Endorsement and Guarantee of Signatures on Certificates. If this
Letter of Transmittal is signed by the registered holder of the surrendered
Certificate(s), then no endorsement of such surrendered Certificate(s) is
necessary. Otherwise, the surrendered Certificate(s) must be properly
endorsed (or accompanied by appropriate stock powers properly executed by
the registered holder of such Certificate(s)) to the person who signed this
Letter of Transmittal. The signature of the registered holder on the
endorsement or stock powers must correspond with the name as written upon
the face of the Certificate in every particular and must be guaranteed by
an eligible guarantor institution. Generally an eligible guarantor
institution ("Eligible Institution"), as defined in Rule 17Ad-15 of the
regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") means: (i) banks (as
that term is defined in Section 3(a) of the Federal Deposit Insurance Act);
(ii) brokers, dealers, municipal securities dealers, municipal securities
brokers, government securities dealers, and government securities brokers
(as those terms are defined under the Exchange Act); (iii) credit unions
(as that term is defined in Section 19(b)(1)(A) of the Federal Reserve
Act); (iv) national securities exchanges, registered
5
<PAGE> 6
securities associates, clearing agencies (as those terms are used under the
Exchange Act); and (v) savings associations (as that term is defined in
Section 3(b) of the Federal Deposit Insurance Act).
(b) Guarantee of Signatures on Letter of Transmittal. Signatures on
this Letter of Transmittal need not be guaranteed if the Certificate(s)
surrendered herewith are surrendered by a registered holder who has not
completed the box entitled "Special Payment Instructions" or "Special
Delivery Instructions." Otherwise, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution.
(c) Transfer Taxes. Except as otherwise provided in this Instruction
4(c), the Surviving Corporation will pay any transfer or other taxes with
respect to the sale and transfer to it or its order of the Certificate(s)
surrendered herewith. If, however, payment of the purchase price is to be
made to any person other than the registered holder(s), the amount of any
transfer or other taxes (whether imposed on the registered holder(s), such
other person or otherwise) payable on account of the payment to such person
will be deducted from the purchase price unless satisfactory evidence of
the payment of such taxes, or exemption therefrom, is submitted.
5. CORRECTION OR CHANGE OF NAME OR ADDRESS
For correction of name or for a change in name that does not involve a
change of ownership, proceed as described in this Instruction 5. For a change in
name by marriage or comparable change, the surrendered stock certificate should
be endorsed, e.g., "Mary Doe, now by marriage Mary Smith," with the signature
guaranteed as described in Instruction 4 above. For a correction in name, the
surrendered certificate should be endorsed, e.g., "James E. Jones, incorrectly
inscribed J.B. Jones," with the signature guaranteed as described in Instruction
4 above. A correction of or change in address of the registered holder should be
indicated by crossing out the address shown on the label and writing in the new
or correct address.
6. SUBSTITUTE FORM W-9
Under the federal income tax laws, the Exchange Agent will be required to
withhold 31% of the amount of any reportable payments made to certain holders of
Certificates that represented Shares. In order to prevent backup withholding, a
record holder of Shares is required to notify the Exchange Agent of such
holder's correct taxpayer identification number by completing the Substitute
Form W-9 certifying (a) that the taxpayer identification number provided is
correct (or that such holder is awaiting a taxpayer identification number), and
(b) that (i) the holder has not been notified by the Internal Revenue Service
that he or she is subject to backup withholding as a result of failure to report
all interests or dividends or (ii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. In general,
if a holder or payee is an individual, the TIN is the Social Security Number of
such individual. If the Exchange Agent is not provided with the correct TIN, the
holder or payee may be subject to a $50 penalty imposed by the Internal Revenue
Service. Certain holders of Certificates (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, that holder must submit an Internal Revenue
Service Form W-8, signed under penalties of perjury, attesting to that
individual's exempt status. A Form W-8 can be obtained from the Exchange Agent.
See Instruction 8. FOR FURTHER INFORMATION CONCERNING BACKUP WITHHOLDING AND
INSTRUCTIONS FOR COMPLETING THE SUBSTITUTE FORM W-9 (INCLUDING HOW TO OBTAIN A
TIN IF YOU DO NOT HAVE ONE AND HOW TO COMPLETE THE SUBSTITUTE FORM W-9 IF SHARES
WERE HELD IN MORE THAN ONE NAME), CONSULT THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause a
Certificate(s) to be deemed invalidly surrendered, but may require the Exchange
Agent to withhold 31% of cash proceeds with respect to the surrender of
Certificate(s). Backup withholding is not an additional federal income tax.
Rather, the federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained provided that the
required information is furnished to the Internal Revenue Service.
7. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES
Any holder of a Certificate(s) that represented Shares whose Certificate(s)
has been mutilated, lost, stolen, or destroyed should (i) complete this Letter
of Transmittal and check the appropriate box above and (ii) contact the Exchange
Agent immediately. The Exchange Agent will provide such holder with all
necessary forms and instructions to replace any mutilated, lost, stolen or
destroyed Certificates. The holder also may be required to give the Company a
bond as indemnity against any claim that may be made against it with respect to
the Certificate(s) alleged to have been mutilated, lost, stolen, or destroyed.
6
<PAGE> 7
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES
Questions relating to the exchange of Certificates, as well as requests for
assistance or for additional copies of this Letter of Transmittal may be
directed to the Exchange Agent at the address set forth on the front cover of
the Letter of Transmittal, by telephone at (800) 568-3476 or by facsimile at
(404) 332-3875 or (404) 332-3966.
9. SUPPORTING EVIDENCE
In case any Letter of Transmittal, Certificate endorsement or stock power
is executed by an agent, attorney, administrator, executor, guardian, trustee or
in any other fiduciary or representative capacity, or by an officer of a
corporation on behalf of such corporation, there should be submitted with this
Letter of Transmittal and surrendered Certificate(s) documentary evidence of the
authority of the person making such execution to assign, sell or transfer
shares. Such documentary evidence of authority must be in a form satisfactory to
the Exchange Agent. See Instruction 8.
10. MISCELLANEOUS
Neither the Surviving Corporation nor the Exchange Agent shall be under any
duty to give notification of defects in the surrender of Certificate(s), and
they shall not incur any liability for failure to give such notification. The
Surviving Corporation shall have the absolute right to reject any or all of such
surrenders that are not in proper form and to waive any defects in or conditions
of such surrenders.
11. TERMINATION OF APPOINTMENT OF EXCHANGE AGENT
The appointment of the Exchange Agent shall terminate six months after the
Effective Date. Following the termination of the appointment of the Exchange
Agent, holders of Certificates should contact: Secretary, The C.R. Gibson
Company, c/o Thomas Nelson, Inc., Nelson Place at Elm Hill Pike, Nashville,
Tennessee 37214-1000, Attention: Joe L. Powers.
12. CERTIFICATES NOT SURRENDERED
A check in payment for the Certificate(s) surrendered will be sent only to
persons who deliver this Letter of Transmittal, properly completed and executed,
to the Exchange Agent, together with Certificate(s) being surrendered herewith
and other documents required by these Instructions. The Shares are no longer
transferrable on the books of the Company.
None of the Offeror, the Parent, the Company or the Surviving Corporation
in the Merger will be liable to any holder for any amount paid to a public
official pursuant to applicable abandoned property laws. Six months after the
Effective Date, cash made available to the Exchange Agent shall be returned to
Surviving Corporation upon its request, and thereafter holders of Certificates
shall look only to the Surviving Corporation for cash to which they are
entitled.
IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES OR ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE
AGENT IN ORDER FOR THE HOLDER OF SUCH CERTIFICATE(S) TO RECEIVE THE MERGER
CONSIDERATION.
7
<PAGE> 8
<TABLE>
<S> <C> <C>
______________________________________________________________________________________________________________________________
PAYER'S NAME: SUNTRUST BANK, ATLANTA
______________________________________________________________________________________________________________________________
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE
FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW ____________________________________________________
Social Security Number(s)
OR
____________________________________________________
Employer Identification Number(s)
_________________________________________________________________________________________________
PART 2 -- Certification -- Under penalties of perjury, I certify that: PART 3 --
Department of the
Treasury Internal (1) the number shown on this form is my correct Taxpayer Identification Awaiting TIN / /
Revenue Service Number (or I am waiting for a number to be issued to me); and
_____________________
Payer's Request (2) I am not subject to backup withholding because (a) I am exempt from
for Taxpayer backup withholding or (b) I have not been notified by the Internal PART 4 --
Identification Revenue Service (the "IRS") that I am subject to backup withholding
Number (TIN) as a result of a failure to report all interest or dividends or (c) Exempt TIN / /
the IRS has notified me that I am no longer subject to backup withholding.
_________________________________________________________________________________________________
Certification instructions -- You must cross out item (2) in Part 2 above if you have been notified
by the IRS that you are subject to backup withholding because of under-reporting interest or
dividends on your tax returns. However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out such item (2). If you are exempt from backup
withholding, check the box in Part 4 above.
SIGNATURE ___________________________________________ DATE _________________________, 1995
______________________________________________________________________________________________________________________________
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand
that, if I do not provide a taxpayer identification number to the Exchange
Agent, 31% of all reportable payments made to me will be withheld, but will be
refunded if I provide a certified taxpayer identification number within 60 days.
________________________________________ ____________________________________
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.
NOVEMBER 8, 1995
8
<PAGE> 9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the Payer.
<TABLE>
<C> <S> <C>
- ---------------------------------------------------------
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
- ---------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, the
first individual on
the account(1)
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, the
first individual on
the account(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult, or if
the minor is the
only contributor,
the minor(1)
6. Account in the name of guardian The ward, minor, or
or committee for a designated incompetent
ward, minor, or incompetent person(3)
person
7. a. The usual revocable savings The grantor-
trust account (grantor is trustee(1)
also trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under State law
- ---------------------------------------------------------
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- ---------------------------------------------------------
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or Legal entity (Do
pension trust not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State
or local government, school
district or prison) that
receives agricultural program
payments
- --------------------------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner. If the owner does not have an employer
identification number, furnish the owner's social security number.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 10
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on interest, dividends, and
broker transactions payments include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under Section 403(b)(7).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or any
political subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1993, payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
