<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 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. 2)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
Nelson Acquisition Corp., a Delaware corporation ("Offeror") and
wholly-owned subsidiary of Thomas Nelson, Inc., a Tennessee corporation
("Parent"), hereby amends and supplements, as set forth below, its Tender Offer
Statement on Schedule 14D-1 and Schedule 13D (the "Statement"), originally filed
on September 19, 1995 and amended by Amendment No. 1 to the Statement, filed
September 27, 1995 (which together with any amendments hereto or thereto,
collectively, constitute the "Statement"), with respect to its 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 ("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,
as supplemented and amended by the Supplement to the Offer to Purchase, dated
October 16, 1995, filed hereto as Exhibit (a)(10) (together, 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 Statement or in the Offer to
Purchase.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1 is hereby amended as follows:
(b) The information set forth in the Introduction and Section 1
("Amended Terms of the Offer") of the Supplement to the Offer to Purchase
(the "Supplement"), and the Press Release, dated October 17, 1995, filed
hereto as Exhibit (a)(11), is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended as follows:
The information set forth in the Introduction and Section 3 ("The
Amended Tender Offer and Merger Agreement") of the Supplement is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended as follows:
(b)-(c) The information set forth in Section 1 ("Amended Terms of the
Offer") of the Supplement is incorporated herein by reference.
(e) The information set forth in the Introduction of the Supplement,
the Memorandum of Understanding, dated October 16, 1995, between counsel
for the Company and the directors of the Company and counsel for Crandon
Capital Partners (the "Memorandum of Understanding") filed hereto as
Exhibit (g)(3) and the Press Release, dated October 17, 1995, filed hereto
as Exhibit (a)(11), is incorporated herein by reference.
(f) The information set forth in the Supplement, the Press Release,
dated October 17, 1995, Amendment No. 1 to Tender Offer and Merger
Agreement, dated as of October 16, 1995, among Parent, Offeror and the
Company and the Memorandum of Understanding, copies of which are attached
hereto as Exhibits (a)(10), (a)(11), (c)(14) and (g)(3), is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibits:
(a)(10) Supplement to the Offer of Purchase, dated October 16, 1995.
(a)(11) Press Release, dated October 17, 1995.
(c)(14) Amendment No. 1 to Tender Offer and Merger Agreement, dated as
of October 16, 1995, among Parent, Offeror and the Company.
(g)(3) Memorandum of Understanding, dated October 16, 1995, between
counsel for the Company and directors of the Company and counsel for
Crandon Capital Partners.
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.
NELSON ACQUISITION CORP.
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
October 16, 1995
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
- ------- ---------------------------------------------------------------------- -------------
<S> <C> <C> <C>
(a)(10) -- Supplement to the Offer of Purchase, dated October 16, 1995.
(a)(11) -- Press Release, dated October 17, 1995.
(c)(14) -- Amendment No. 1 to Tender Offer and Merger Agreement, dated as of
October 16, 1995, among Parent, Offeror and the Company.
(g)(3) -- Memorandum of Understanding, dated October 16, 1995, between counsel
for the Company and directors of the Company and counsel for Crandon
Capital Partners.
</TABLE>
4
<PAGE> 1
SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH, DATED SEPTEMBER 19, 1995,
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
THE C.R. GIBSON COMPANY
AT
$9.00 NET PER SHARE IN CASH
BY
NELSON ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
THOMAS NELSON, INC.
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, OCTOBER 30, 1995
UNLESS THE OFFER IS FURTHER EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED BY THE EXPIRATION DATE AND NOT WITHDRAWN THAT NUMBER OF SHARES OF
COMMON STOCK OF THE C.R. GIBSON COMPANY REPRESENTING AT LEAST A MAJORITY OF THE
OUTSTANDING SHARES ON A FULLY DILUTED BASIS, AND (II) SATISFACTION OF CERTAIN
OTHER TERMS AND CONDITIONS. SEE SECTION 15 OF THE OFFER TO PURCHASE, DATED
SEPTEMBER 19, 1995. THE OFFER IS NOT SUBJECT TO A FINANCING CONDITION.
THE OFFER IS BEING MADE IN CONNECTION WITH THE TENDER OFFER AND MERGER
AGREEMENT, DATED AS OF SEPTEMBER 13, 1995 AND AS AMENDED OCTOBER 16, 1995, AMONG
THOMAS NELSON, INC., NELSON ACQUISITION CORP., AND THE C.R. GIBSON COMPANY (THE
"MERGER AGREEMENT"). THE BOARD OF DIRECTORS OF THE C.R. GIBSON COMPANY HAS
APPROVED THE OFFER, THE MERGER AND THE MERGER AGREEMENT, HAS DETERMINED THAT THE
TERMS OF EACH OF THE OFFER, THE MERGER AND THE MERGER AGREEMENT ARE FAIR TO AND
IN THE BEST INTERESTS OF THE C.R. GIBSON COMPANY'S STOCKHOLDERS AND RECOMMENDS
THAT THE C.R. GIBSON COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES IN THE OFFER.
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
shares of common stock, par value $0.10 per share (the "Shares"), of The C.R.
Gibson Company should either (i) complete and sign the original BLUE Letter of
Transmittal previously circulated with the Offer to Purchase, dated September
19, 1995, or a facsimile thereof in accordance with the instructions in such
Letter Of Transmittal and deliver the Letter of Transmittal with the Shares and
all other required documents to the Depositary, or follow the procedure for
book-entry transfer set forth in Section 3 of the Offer to Purchase, dated
September 19, 1995, or (ii) request his broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for such stockholder. A
stockholder having Shares registered in the name of a broker, dealer, commercial
bank, trust company or other nominee must contact such person if he desires to
tender his Shares.
Any stockholder who desires to tender Shares and cannot deliver such Shares
and all other required documents to the Depositary by the expiration of the
Offer must tender such Shares pursuant to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase, dated September 19, 1995.
Questions and requests for assistance or additional copies of this
Supplement, the Letter of Transmittal, the Offer to Purchase, dated September
19, 1995, and other tender offer materials may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth on the back cover of this Supplement to the Offer to Purchase.
---------------------
The Dealer Manager for the Offer is:
PAINEWEBBER INCORPORATED
OCTOBER 16, 1995
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION.......................................................................... 2
1. AMENDED TERMS OF THE OFFER................................................... 3
2. PROCEDURE FOR TENDERING SHARES............................................... 4
3. THE AMENDED TENDER OFFER AND MERGER AGREEMENT................................ 4
</TABLE>
<PAGE> 3
TO THE HOLDERS OF COMMON STOCK OF
THE C.R. GIBSON COMPANY:
INTRODUCTION
This Supplement to the Offer to Purchase (this "Supplement") amends and
supplements the Offer to Purchase, dated September 19, 1995 (together, the
"Offer to Purchase"), of Nelson Acquisition Corp., a Delaware corporation (the
"Offeror") and wholly owned subsidiary of Thomas Nelson, Inc., a Tennessee
corporation (the "Parent"), with respect to its 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"), 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. The Offer to Purchase and the
related Letter of Transmittal, together with any amendments or supplements
hereto or thereto, collectively constitute the "Offer." This Supplement is being
delivered for the purpose of extending the time period of the Offer and
describing certain amended terms of the Offer as a result of the proposed
settlement of a complaint filed by a stockholder of the Company alleging that
the directors of the Company breached their fiduciary duties in determining to
proceed with the Offer. Capitalized terms used in this Supplement that are not
defined herein shall have the meanings ascribed to such terms in the Offer to
Purchase, dated September 19, 1995.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY HAS APPROVED THE OFFER,
THE MERGER AND THE MERGER AGREEMENT, HAS DETERMINED THAT THE TERMS OF EACH OF
THE OFFER, THE MERGER AND THE MERGER AGREEMENT ARE FAIR TO AND IN THE BEST
INTERESTS OF THE COMPANY'S STOCKHOLDERS, AND RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES IN THE OFFER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER
OF SHARES WHICH CONSTITUTES AT LEAST A MAJORITY OF THE SHARES OUTSTANDING ON A
FULLY DILUTED BASIS ON THE DATE OF PURCHASE (THE "MINIMUM CONDITION"). THE OFFER
IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS. SEE SECTION 15 OF THE OFFER TO
PURCHASE, DATED SEPTEMBER 19, 1995. THE OFFER IS NOT SUBJECT TO A FINANCING
CONDITION. THE OFFEROR AND THE PARENT HAVE OBTAINED FROM CERTAIN STOCKHOLDERS OF
THE COMPANY AGREEMENTS (THE "OPTION AGREEMENTS") TO TENDER PURSUANT TO THE OFFER
APPROXIMATELY 26.9% OF THE OUTSTANDING SHARES.
The Company has advised the Offeror that as of October 13, 1995 there were
(a) 7,444,039 Shares issued and outstanding, and (b) outstanding stock options
to purchase an aggregate of 308,509 Shares (all of which had exercise prices
less than $9.00). As of the date hereof, neither the Offeror nor the Parent
beneficially owns any Shares (other than as a result of the Option Agreements).
Assuming there has been no change in the number of Shares or options outstanding
from the amounts shown above, there presently are 7,752,548 Shares outstanding
on a fully diluted basis and the number of Shares needed to satisfy the Minimum
Condition is 3,876,275. The Parent has been advised by Trust Company Bank, the
Depositary for the Offer, that as of October 14, 1995, 2,739,081 Shares (or
approximately 35.3% of the outstanding Shares on a fully diluted basis) had been
validly tendered and not withdrawn pursuant to the Offer.
By a 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 "Class Action Suit").
The commencement of the Class Action Suit was disclosed to the public in a press
release issued by the Company and to the Securities and Exchange Commission (the
"SEC") in an amendment to Schedule 14D-1 filed by the Parent on September 27,
1995. The Class Action Suit requested certification of the Company's
stockholders as a class and sought 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 Class Action Suit alleged,
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 was unfair and did not maximize stockholder value. The Parent and
the Offeror have been advised by the Company that the Company believes the
claims asserted in the Class Action Suit are without merit.
2
<PAGE> 4
On October 16, 1995, counsel for the Company and its directors entered into
a Memorandum of Understanding with the plaintiff's counsel in the Class Action
Suit (the "Memorandum of Understanding"). Pursuant to the Memorandum of
Understanding, the Parent and the Offeror have agreed to extend the Expiration
Date of the Offer to a date no earlier than October 30, 1995. The Parent, the
Offeror and the Company also have agreed to amend the Merger Agreement to (i)
decrease the Termination Fee from $3.0 million to $2.75 million, (ii) eliminate
expenses payable to the Parent in certain circumstances and (iii) provide that
the Company's obligation to keep the Parent informed of the status of any
discussions or negotiations regarding a proposal to acquire the Company pursuant
to a merger, consolidation, share exchange, purchase of a substantial portion of
the assets, business combination or other similar transactions shall only
require the Company to inform the Parent of the substantive terms of any such
discussions or negotiations. The Parent and the Offeror have also agreed to
clarify herein that (i) the Termination Fee is not payable in the event the
Minimum Condition is not satisfied unless within one year after the date of the
expiration of the Offer any person (other than the Offeror or any of its
affiliates) shall acquire beneficial ownership of 50% or more of the outstanding
Shares or shall consummate an Acquisition Proposal and (ii) the Company's
obligation to keep the Parent informed of the status of any discussions or
negotiations regarding an Acquisition Proposal do not require the Company to
provide the Parent with step-by-step details of such discussions and
negotiations, including bidding processes. In addition, the Company has agreed
to provide additional disclosure to its stockholders regarding the Parent's
January 17, 1994 proposal to the Company outlining a proposed combination of the
Parent and the Company, and the Company's determination that such proposal was
not in the best interests of the Company or its stockholders at that time. Such
disclosure is contained in Amendment No. 2 to the Schedule 14D-9 of the Company
delivered herewith.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE,
DATED SEPTEMBER 19, 1995, AND THE RELATED LETTER OF TRANSMITTAL, COPIES OF WHICH
MAY BE OBTAINED AT THE OFFEROR'S EXPENSE IN THE MANNER SET FORTH ON THE BACK
COVER OF THIS SUPPLEMENT. THE OFFER TO PURCHASE, DATED SEPTEMBER 19, 1995, THIS
SUPPLEMENT AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
1. AMENDED TERMS OF THE OFFER.
The Expiration Date of the Offer has been extended from 12:00 Midnight, New
York City time, on Tuesday, October 17, 1995, to 12:00 Midnight, New York City
time, on Monday, October 30, 1995. Accordingly, upon the terms and subject to
the conditions of the Offer (including, if the Offer is further extended or
amended, the terms and conditions of any further extension or amendment), the
Offeror will accept for payment and pay for all Shares validly tendered prior to
the Expiration Date and not theretofore withdrawn in accordance with Section 4
of the Offer to Purchase, dated September 19, 1995. The term "Expiration Date"
now means 12:00 Midnight, New York City time, on Monday, October 30, 1995,
unless the Offeror shall have further extended the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by the Offeror, shall expire.
THE MERGER AGREEMENT AND THE OFFER MAY BE TERMINATED BY THE OFFEROR AND THE
PARENT IF, AMONG OTHER THINGS, THE MINIMUM CONDITION IS NOT SATISFIED. THE OFFER
ALSO REMAINS SUBJECT TO OTHER TERMS AND CONDITIONS AS SET FORTH IN SECTION 15 OF
THE OFFER TO PURCHASE, DATED SEPTEMBER 19, 1995, EXCEPT AS DESCRIBED IN THIS
SUPPLEMENT. THE OFFER IS NOT SUBJECT TO A FINANCING CONDITION. If the Minimum
Condition or any of the other conditions set forth in Section 15 of the Offer to
Purchase, dated September 19, 1995, have not been satisfied by 12:00 Midnight,
New York City time, on Monday, October 30, 1995 (or any other time then set as
the Expiration Date), the Offeror may, subject to the terms of the Merger
Agreement as described in the Offer to Purchase, elect to (a) extend the Offer
and, subject to applicable withdrawal rights, retain all tendered Shares until
the expiration of the Offer, as extended, (b) subject to complying with
applicable rules and regulations of the Commission, accept for payment all
Shares so tendered and not extend the Offer, or (c) terminate the Offer and not
accept for payment any Shares and return all tendered Shares to tendering
stockholders.
On October 4, 1995, the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), relating to the purchase of Shares pursuant to the Offer expired.
3
<PAGE> 5
Accordingly, the condition to the Offeror's obligation to proceed with the Offer
until the expiration or termination of the applicable waiting period under the
HSR Act has been satisfied. The Offer, however, remains subject to certain other
conditions, including satisfaction of the Minimum Condition. See Section 15 of
the Offer to Purchase, dated September 19, 1995.
2. PROCEDURE FOR TENDERING SHARES.
Tendering stockholders may continue to use the original BLUE Letter of
Transmittal and the original GREEN Notice of Guaranteed Delivery previously
circulated with the Offer to Purchase, dated September 19, 1995. Although the
Letter of Transmittal previously circulated with the Offer to Purchase refers
only to the Offer to Purchase, dated September 19, 1995, and to the original
Expiration Date of Tuesday, October 17, 1995, stockholders using such document
to tender their Shares will nevertheless have until 12:00 Midnight, New York
City time, on Monday, October 30, 1995 to tender their Shares.
STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION, EXCEPT AS MAY BE REQUIRED BY THE PROCEDURE FOR GUARANTEED
DELIVERY IF SUCH PROCEDURE WAS UTILIZED.
SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE AND, UNLESS THERETOFORE ACCEPTED FOR PAYMENT PURSUANT TO THE
OFFER, ALSO MAY BE WITHDRAWN AT ANY TIME AFTER FRIDAY, NOVEMBER 17, 1995. SEE
SECTION 4 OF THE OFFER TO PURCHASE, DATED SEPTEMBER 19, 1995, FOR THE PROCEDURES
FOR WITHDRAWING SHARES TENDERED PURSUANT TO THE OFFER.
3. THE AMENDED TENDER OFFER AND MERGER AGREEMENT.
Pursuant to the Memorandum of Understanding, the terms of the Merger as set
forth in Section 13 of the Offer to Purchase, dated September 19, 1995, have
been amended as follows:
Fees and Expenses. The Termination Fee described in the Merger
Agreement has been reduced from $3.0 million to $2.75 million, and the
Expenses payable by the Company to the Offeror in certain circumstances (as
described in the Merger Agreement and in Section 13 of the Offer to
Purchase) have been eliminated. Pursuant to the terms of the Merger
Agreement, the Company is obligated to pay the Offeror the Termination Fee
upon the happening of certain events, including that the Offer shall have
expired at a time when the Minimum Condition shall not have been satisfied
and at any time on or prior to one year after the date of the expiration of
the Offer any person (other than the Offeror or any of its affiliates)
shall acquire beneficial ownership of 50% or more of the outstanding Shares
or shall consummate an Acquisition Proposal. The Parent and the Offeror
hereby confirm that the Termination Fee shall not be due and payable solely
by reason of the Offer expiring at a time when the Minimum Condition shall
not have been satisfied unless within one year after the date of the
expiration of the Offer any person (other than the Offeror or any of its
affiliates) shall acquire beneficial ownership of 50% or more of the
outstanding Shares or shall consummate an Acquisition Proposal.
No Solicitation. Subject to the terms and conditions of the Merger
Agreement, the Board of Directors of the Company may furnish information
to, or enter into discussions or negotiations with, any person that makes
an unsolicited bona fide proposal in writing, not subject to a financing
condition, to acquire the Company pursuant to a merger, consolidation,
share exchange, purchase of a substantial portion of the assets, business
combination or other similar transaction if, and only to the extent that,
certain conditions are satisfied, including that the Company keeps the
Parent informed of the status of any such discussions or negotiations. The
Parent and the Offeror have amended the Merger Agreement to provide that
the obligation of the Company to keep the Parent informed of the status of
any such discussions or negotiations shall only require the Company to
inform the Parent of the substantive terms of any such discussions or
negotiations. The Parent and the Offeror hereby confirm that such
obligation does not require the Company to provide the Parent with
step-by-step details of such discussions and negotiations, including
bidding processes.
4
<PAGE> 6
Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal and certificates for Shares and any other required documents
should be sent or delivered by each stockholder of the Company or his broker,
dealer, commercial bank, trust company or other nominee to the Depositary at one
of the addresses set forth below:
The Depositary for the Offer is:
TRUST COMPANY BANK
---------------------
<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>
By Facsimile:
(404) 332-3875
(404) 332-3966
Confirm by telephone:
(800) 568-3476
Any questions or request for assistance or additional copies of the Offer
to Purchase, the Supplement, the Letter of Transmittal and Notice of Guaranteed
Delivery may be directed to the Information Agent or the Dealer Manager at their
respective telephone numbers and locations listed below. Stockholders may also
contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL COLLECT: (212) 269-5550
ALL OTHERS CALL TOLL-FREE: (800) 735-3568
The Dealer Manager for the Offer is:
PAINEWEBBER INCORPORATED
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TOLL-FREE (800) 520-5698
OR CALL COLLECT
(212) 713-1425
<PAGE> 1
EXHIBIT (a)(11)
Contact: Joe L. Powers, Executive Vice President and Secretary,
Thomas Nelson, Inc.
(615) 889-9000, ext. 1300
THOMAS NELSON, INC. EXTENDS OFFER PERIOD
TO ACQUIRE SHARES OF THE C.R. GIBSON COMPANY
NASHVILLE, TENNESSEE (October 17, 1995) - Thomas Nelson, Inc. (NYSE: TNM) today
announced the extension of the expiration date of its cash tender offer of
$9.00 per share for all of the outstanding shares of common stock of The C.R.
Gibson Company (AMEX: GIB) until 12:00 midnight on Monday, October 30, 1995.
The tender offer had been scheduled to expire on Tuesday, October 17, 1995.
Thomas Nelson has agreed to extend the offer period to allow the
dissemination to C.R. Gibson's stockholders of additional information concerning
the tender offer and to describe certain amendments to the definitive agreement
relating to the offer between Thomas Nelson and C.R. Gibson pursuant to the
terms of a proposed settlement of claims asserted against C.R. Gibson and its
directors in the purported class action captioned Crandon Capital Partners v.
Bowman, et al., previously announced by C.R. Gibson in a press release dated
September 27, 1995.
Thomas Nelson has been advised by Trust Company Bank, the depositary
for the offer, that as of the close of business on October 14, 1995,
approximately 2.7 million shares of C.R. Gibson common stock (or 35.3 percent
of the outstanding shares on a fully diluted basis) have been validly tendered
and not withdrawn pursuant to the offer.
C.R. Gibson, headquartered in Norwalk, Connecticut, manufactures and
markets a wide range of paper gift and stationery products, primarily under the
C.R. Gibson(R), Creative Papers(R), and Clinton Prints(R) brand names.
Products include baby and wedding memory books, stationery, giftwrap, greeting
cards and paper tableware.
Thomas Nelson, Inc. is a leading publisher, producer and distributor of
books and recorded music emphasizing Christian, inspirational and family value
themes, and believes it is the largest commercial publisher of the Bible in
English language translations. The Company also designs and markets a broad
line of gift and stationery products. Thomas Nelson believes it is the largest
publisher of Christian and inspirational books and the largest producer of
recorded Christian music in the United States.
<PAGE> 1
EXHIBIT (C)(14)
AMENDMENT NO. 1
TO
TENDER OFFER AND MERGER AGREEMENT
BY AND BETWEEN
THOMAS NELSON, INC.,
A TENNESSEE CORPORATION,
NELSON ACQUISITION CORP.,
A DELAWARE CORPORATION,
AND
THE C.R. GIBSON COMPANY,
A DELAWARE CORPORATION
DATE: OCTOBER 16, 1995
<PAGE> 2
AMENDMENT NO. 1 TO
TENDER OFFER AND MERGER AGREEMENT
This AMENDMENT NO. 1, dated as of October 16, 1995 (this "Amendment No.
1"), to the Tender Offer and Merger Agreement, dated as of September 13, 1995
(the "Merger Agreement"), by and between THOMAS NELSON, INC., a Tennessee
corporation ("Acquiror"), NELSON ACQUISITION CORP., a Delaware corporation
("Merger Subsidiary"), and THE C.R. GIBSON COMPANY, a Delaware corporation
("C.R. Gibson").
WITNESSETH:
WHEREAS, Acquiror, Merger Subsidiary and C.R. Gibson have entered into the
Merger Agreement; and
WHEREAS, following public announcement of the execution and delivery of the
Merger Agreement, an action captioned Crandon Capital Partners v. Bowman, et al.
was instituted against C.R. Gibson and its directors in the Court of Chancery of
the State of Delaware in and for New Castle County (the "Lawsuit"); and
WHEREAS, a proposed settlement of the Lawsuit has been agreed upon between
the plaintiff and C.R. Gibson, subject to the approval of the Court of Chancery,
which proposed settlement has been approved by Acquiror; and
WHEREAS, the proposed settlement of the Lawsuit contemplates certain
amendments to the Merger Agreement;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. Section 6.3(a) of the Merger Agreement is hereby amended to read in its
entirety as follows:
(a) Acquisition Proposals. C.R. Gibson hereby agrees (a) that neither
it nor any of the C.R. Gibson Subsidiaries shall, and it shall direct and
use its best efforts to cause its and the C.R. Gibson Subsidiaries'
officers, directors, employees, agents, representatives and affiliates
(including, without limitation, any investment banker, attorney or
accountant retained by it or any of the C.R. Gibson Subsidiaries)
(collectively, the "C.R. Gibson Representatives") not to, initiate, solicit
or encourage, directly or indirectly, any inquiries or the making or
implementation of any proposal or offer (including, without limitation, any
proposal or offer to its stockholders but excluding the transactions
contemplated by this Agreement) with respect to a merger, acquisition,
consolidation, business combination, recapitalization, liquidation or
similar transaction involving, or any purchase of a significant amount of
the assets of or more than 25% of any equity securities of, C.R. Gibson
(any such proposal or offering being hereinafter referred to as an
"Acquisition Proposal") or engage or participate in any negotiations or
discussions concerning, or provide any confidential information or data to,
or have any discussions with, any corporation, partnership, person or other
entity or group relating to any Acquisition Proposal, or otherwise assist
or facilitate any effort to attempt to make or implement an Acquisition
Proposal; (b) that it will immediately cease and cause to be terminated any
existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any of the foregoing and will take the necessary
steps to inform the individuals or entities referred to above of the
obligations undertaken in this Section 6.3.(a); and (c) that it will notify
Acquiror promptly if any such inquiries or proposals (whether formal or
informal) are received by, any such information is requested from, or any
such negotiations or discussions are sought to be initiated or continued
with it or any of the C.R. Gibson Representatives and will promptly
communicate to Acquiror the substantive terms of any proposal or inquiry
which it may receive and the identity of the person from whom such proposal
or inquiry is received. Notwithstanding the foregoing and provided none of
C.R. Gibson, the C.R. Gibson Subsidiaries or the C.R. Gibson
Representatives is otherwise in violation of this Section 6.3.(a), the
Board of Directors of C.R. Gibson may furnish information to, or enter into
discussions or negotiations with, any person that makes an unsolicited bona
fide proposal in writing, not subject to any financing contingency, to
acquire C.R. Gibson pursuant to a merger, consolidation, share exchange,
purchase of a substantial portion of the assets,
<PAGE> 3
business combination or other similar transaction, if, and only to the
extent that (A) the Board of Directors determines in good faith (based on
the written opinion of C.R. Gibson's outside counsel) that such action is
required for the Board of Directors to comply with its fiduciary duties to
stockholders imposed by law, (B) the Board of Directors determines in good
faith (based on the written opinion of a financial advisor of nationally
recognized reputation) that such transaction would be more favorable to
C.R. Gibson's stockholders than the Offer, (C) prior to or concurrently
with furnishing such information to, or entering into discussions or
negotiations with, such a person or entity, C.R. Gibson provides written
notice to Acquiror to the effect that it is furnishing information to, or
entering into discussions or negotiations with, such a person or entity,
and (D) C.R. Gibson keeps Acquiror informed of the substantive terms of any
such discussions or negotiations.
2. Section 9.3 of the Merger Agreement is hereby amended to read in its
entirety as follows:
9.3. Fees Upon Certain Events. In the event that (A) any person
(other than Acquiror or any of its affiliates) shall have become, prior to
the termination of this Agreement, the beneficial owner of 50% or more of
the outstanding shares of C.R. Gibson Common, (B) the Offer shall have
expired at a time when the condition set forth in paragraph (a) of Exhibit
A hereto shall not have been satisfied and at any time on or prior to one
year after the expiration of the Offer any person (other than Acquiror or
any of its affiliates) shall acquire beneficial ownership of 50% or more of
the outstanding shares of C.R. Gibson Common or shall consummate an
Acquisition Proposal, or (C) at any time prior to the termination of this
Agreement, any person (other than Acquiror or any of its affiliates) shall
publicly announce any Acquisition Proposal and, at any time on or prior to
one year after the termination of this Agreement, shall become the
beneficial owner of 50% or more of the outstanding shares of C.R. Gibson
Common or shall consummate an Acquisition Proposal, then C.R. Gibson shall
promptly, but in no event later than two business days after the first of
such events to occur, pay Acquiror $2.75 million. C.R. Gibson acknowledges
that the agreements contained in this Section 9.3. are an integral part of
the transactions contemplated in this Agreement; accordingly, if C.R.
Gibson fails to promptly pay the amount due pursuant to this Section 9.3.,
and, in order to obtain such payment, Acquiror commences a suit which
results in a judgment against C.R. Gibson for the fee set forth in this
Section 9.3., C.R. Gibson shall pay to Acquiror its costs and expenses
(including attorneys' fees) in connection with such suit, together with
interest on the amount of the fee at the rate of 10% per annum.
3. The execution of this Amendment No. 1 by Acquiror constitutes the
approval in writing by Acquiror of the settlement of the Lawsuit by C.R. Gibson
on the terms described herein, including, without limitation, the approval of
the settlement by the Court of Chancery and, following such approval, the
payment by C.R. Gibson of $135,000 of fees and expenses for counsel for the
plaintiff in the Lawsuit.
4. Capitalized terms used herein which are not otherwise defined are used
as defined in the Merger Agreement.
5. Except as specifically amended by this Amendment No. 1, the terms of the
Merger Agreement shall remain in full force and effect.
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed as of the date first above written.
<TABLE>
<S> <C>
ATTEST: THOMAS NELSON, INC.
/s/ STUART HEATON By /s/ JOE L. POWERS
- ----------------------------------------------- --------------------------------------------
Title: EVP & Secretary
-----------------------------------------
ATTEST: NELSON ACQUISITION CORP.
/s/ STUART HEATON By /s/ S. JOSEPH MOORE
- ----------------------------------------------- --------------------------------------------
Title: President
-----------------------------------------
ATTEST: THE C.R. GIBSON COMPANY
/s/ JAMES M. HARRISON By /s/ FRANK A. ROSENBERRY
- ----------------------------------------------- --------------------------------------------
James M. Harrison Frank A. Rosenberry
Secretary President and Chief Executive Officer
</TABLE>
<PAGE> 1
EXHIBIT (g)(3)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CRANDON CAPITAL PARTNERS, :
a Florida Partnership, :
Individually And On :
Behalf of All Others :
Similarly Situated, :
:
Plaintiff, :
:
v. : Civil Action No. 14538
:
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. :
MEMORANDUM OF UNDERSTANDING
WHEREAS, plaintiff in the above-referenced stockholder class action
(the "Action") has challenged the proposed acquisition (the "Acquisition) of
The C.R. Gibson Company ("C.R. Gibson") by Thomas Nelson, Inc. ("Nelson")
pursuant to a Tender Offer and Merger Agreement dated September 13, 1995 (the
"Merger Agreement"); and
<PAGE> 2
WHEREAS, as a result of plaintiff's initiation and prosecution of the
Action, pursuant to the agreed modifications to the Merger Agreement and
additional disclosures referred to below, C.R. Gibson's common stockholders
will receive the benefits of this agreement; NOW, THEREFORE,
IT IS HEREBY AGREED, subject to the approval of the executive committee
of the C.R. Gibson board of directors, between and among the parties hereto,
that the following sets forth the terms of their proposed agreement to settle
this matter:
1. The Merger Agreement shall be modified so that the termination
fee and Acquiror's Expenses to be paid under certain circumstances described in
Section 9.3 of the Merger Agreement shall be reduced from $3.0 million to $2.75
million and from $500,000 to $0, respectively.
2. C.R. Gibson's 14D-9 will be supplemented, after consultation
with plaintiff's counsel, to (a) describe Nelson's January 1994 proposed
combination with C.R. Gibson and the reasons for C.R. Gibson's rejection of the
proposal; (b) clarify that the circumstances under which the termination fee
would be payable to Nelson does not include the mere failure of the
stockholders to tender the minimum amount under the Merger Agreement,
2
<PAGE> 3
absent a competing offer within one year of the termination of the Offer; and
(c) clarify that C.R. Gibson's obligations under Section 6.3(a) of the Merger
Agreement to keep Nelson informed of the status of any discussions or
negotiations with another bidder includes an obligation to inform Nelson of all
significant terms of the other offer, but does not require C.R. Gibson to
provide Nelson with step-by-step details of the discussions, including the
bidding processes.
3. The date that the tender offer shall close will be extended to
a date no earlier than October 30, 1995 to permit adequate dissemination of the
news of the changes contemplated by this Memorandum of Understanding.
4. Plaintiff may conduct such reasonable additional discovery as
the parties agree is appropriate and necessary to confirm the fairness and
reasonableness of the terms of this proposed settlement.
5. C.R. Gibson shall bear all administrative costs associated
with implementing this settlement, including the cost of notifying the members
of the Class.
6. Subject to approval of the Court of Chancery, within five
business days after approval of the settlement of the Action, resolution of any
appeal there-
3
<PAGE> 4
from and final resolution of any collateral attack on the settlement, C.R.
Gibson shall pay plaintiffs' counsel fees and expenses in an amount not to
exceed $135,000, plus interest at the prime rate as reported by the Wall Street
Journal beginning to accrue on the date the Court of Chancery enters its
judgment approving the settlement. A collateral attack upon the Acquisition or
the settlement shall not preclude this settlement from becoming final by
operation of Delaware law.
7. A Stipulation of Settlement of the Action (the "Stipulation")
will be prepared, executed and submitted to the Court of Chancery for approval
at the earliest practicable time. The Stipulation will expressly provide,
among other things, that: (a) the defendants have denied, and continue to
deny, that they have committed any violation of law or engaged in any of the
wrongful acts alleged in the complaint; (b) the defendants are entering into
the Stipulation because the proposed settlement would eliminate the burden and
expense of further litigation; and (c) plaintiff's counsel, having made a
thorough investigation of the facts, believe that the proposed settlement is
fair, reasonable and adequate and in the best interests of plaintiff and the
proposed class. The Stipulation will further provide for, among
4
<PAGE> 5
other things, (a) appropriate certification of a class consisting of all
persons or entities who held stock, either of record or beneficially, of C.R.
Gibson (other than the defendants and their affiliates) at any time from
January 1, 1994 through the consummation of the Offer, as amended, including
the legal representatives, heirs, executors, administrators, transferees,
successors and assigns of such persons or entities; and (b) the entry of a
judgment and delivery of releases in appropriate forms, dismissing the Action
with prejudice and barring and releasing any known or unknown claims (including
any claims for violation of federal, state or common law) that have been or
might have been brought in any court or forum by any member of the proposed
class against any person or entity, including class, derivative, individual and
all other claims, relating to any matter that was discussed in or could have
been asserted in the complaint or was discussed in the Offer to Purchase, as
amended.
8. This Memorandum of Understanding and the proposed settlement
described herein shall be contingent upon execution of an appropriate and
satisfactory Stipulation and related documents and the approval of the Court of
Chancery. Should a Stipulation not be executed
5
<PAGE> 6
or not be approved by the Court, or should the Offer not be consummated in
accordance with the modified terms described herein, the proposed settlement
shall be null and void and of no force and effect, and shall not be deemed to
prejudice in any way the position of any party with respect to this litigation.
In the event the contingencies set forth herein are not satisfied, neither the
existence of this Memorandum of Understanding nor its contents shall be
admissible in evidence or shall be referred to for any purpose in this
litigation or in any other litigation or proceeding.
9. This Memorandum of Understanding and the proposed settlement
described herein shall be governed by, and construed in accordance with, the
laws of the State of Delaware.
10. This Memorandum of Understanding may be modified or amended
only by a writing signed by all of the signatories hereto.
11. The plaintiff and its counsel represent and warrant that none
of plaintiff's claims or causes of action referred to in any complaint or in
the complaint in the Action or this Memorandum of Understanding have been
assigned, encumbered or in any manner transferred in whole or in part.
6
<PAGE> 7
12. Except as otherwise provided herein, this Memorandum of
Understanding shall be binding upon and shall inure to the benefit of the
parties and their respective agents, successors, executors, heirs and assigns.
13. By signing this Memorandum of Understanding, plaintiff's
counsel represent and warrant that the named plaintiff is a stockholder of C.R.
Gibson.
14. The parties to this Memorandum of Understanding agree (a) to
use their best efforts to achieve the dismissal of the Action in accordance
with the terms of this Memorandum of Understanding, (b) to cause the timely
occurrence of all events, transactions, or other circumstances described
herein, and (c) in the event of the filing of any collateral attack on this
settlement or on the Acquisition, the defendants agree to use their best
efforts to have such attack promptly dismissed based upon, among other things,
this settlement.
7
<PAGE> 8
15. This Memorandum of Understanding may be signed in
counterparts.
DATED: October 16, 1995
/s/ Kevin Gross
---------------------------
Kevin Gross
ROSENTHAL, MONHAIT, GROSS &
OF COUNSEL: GODDESS, P.A.
First Federal Plaza
WECHSLER HARWOOD Suite 214
HALEBIAN & FEFFER LLP P.O. Box 1070
805 Third Avenue Wilmington, DE 19899-1070
New York, NY 10022 (302) 656-4433
(212) 935-7400 Attorneys for plaintiff
/s/ Cathy J. Testa
--------------------------
Edward P. Welch
Cathy J. Testa
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
One Rodney Square
P.O. Box 636
Wilmington, DE 19899
(302) 651-3000
Attorneys for Defendants
8
