<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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JOSTENS, INC.
(NAME OF ISSUER)
JOSTENS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.33 1/3 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
481088 10 2
(CUSIP NUMBER OF CLASS OF SECURITIES)
ORVILLE E. FISHER, JR.
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
JOSTENS, INC.
5501 NORMAN CENTER DRIVE
MINNEAPOLIS, MINNESOTA 55437
(612) 830-3300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
THOMAS C. THOMAS
OPPENHEIMER WOLFF & DONNELLY
3400 PLAZA VII
45 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 344-9273
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AUGUST 4, 1995
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN
TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
AMOUNT OF
TRANSACTION FILING
VALUATION* FEE
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<S> <C>
$149,450,000......................................................... $29,890
</TABLE>
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*For purposes of calculating fee only. Based on the purchase of 6,100,000
shares at the maximum tender offer price per share of $24.50.
[_]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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<PAGE>
This Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement")
relates to the tender offer by Jostens, Inc., a Minnesota corporation (the
"Company"), to purchase up to 6,100,000 shares of common stock, par value $.33
1/3 per share (the "Shares"), including the associated Common Stock Purchase
Rights (the "Rights"), at prices, net to the seller in cash, not greater than
$24.50 nor less than $21.50 per Share, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 4, 1995 (the "Offer
to Purchase") and the related Letter of Transmittal (which are herein
collectively referred to as the "Offer"), copies of which are filed as Exhibits
(a)(1) and (a)(2), respectively, to this Statement. Unless the Rights are
redeemed by the Company or become separately tradeable prior to the Expiration
Time (as defined in the Offer to Purchase), a tender of Shares will also
constitute a tender of the associated Rights. Unless the context requires
otherwise, all references herein to Shares shall include the associated Rights.
The Offer is being made to all holders of Shares, including officers, directors
and affiliates of the Company.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the Issuer is Jostens, Inc., a Minnesota corporation. The
address of its principal executive offices is 5501 Norman Center Drive,
Minneapolis, Minnesota 55437.
(b) The information set forth in "Introduction," "1. Number of Shares;
Proration," "7. Price Range of Shares; Dividends" and "9. Interests of
Directors and Officers; Transactions and Arrangements Concerning the Shares" in
the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "Introduction" and "7. Price Range of
Shares; Dividends" in the Offer to Purchase is incorporated herein by
reference.
(d) This statement is being filed by the issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in "10. Source and Amount of Funds" in the
Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.
(a)-(j) The information set forth in "Introduction," "8. Background and
Purpose of the Offer; Certain Effects of the Offer," "9. Interests of Directors
and Officers; Transactions and Arrangements Concerning the Shares," "10. Source
and Amount of Funds" and "12. Effects of the Offer on the Market for Shares;
Registration Under the Exchange Act" in the Offer to Purchase is incorporated
herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "9. Interests of Directors and Officers;
Transactions and Arrangements Concerning the Shares" and "Schedule I--Certain
Transactions Involving Shares" in the Offer to Purchase is incorporated herein
by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in "Introduction," "8. Background and Purpose of
the Offer; Certain Effects of the Offer" and "9. Interests of Directors and
Officers; Transactions and Arrangements Concerning the Shares" in the Offer to
Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in "Introduction" and "16. Fees and Expenses" in
the Offer to Purchase is incorporated herein by reference.
1
<PAGE>
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The information set forth in "11. Certain Information About the
Company" in the Offer to Purchase is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "13. Certain Legal Matters; Regulatory and
Foreign Approvals" and "17. Miscellaneous" in the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "12. Effects of the Offer on the Market for
Shares; Registration Under the Exchange Act" in the Offer to Purchase is
incorporated herein by reference.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and the related Letter
of Transmittal, copies of which are attached hereto as Exhibits (a) (1) and (a)
(2), respectively, is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase dated August 4, 1995.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Form of Letter dated August 4, 1995 to shareholders from the
President and Chief Executive Officer of the Company.
(a)(7) Form of Letter from Trustee to Participants in the Company's
401(k) Retirement Savings Plan.
(a)(8) Form of Letter from the Company to Participants in the Company's
401(k) Retirement Savings Plan.
(a)(9) Form of Press Release issued by the Company dated August 3,
1995.
(a)(10) Form of Summary Advertisement dated August 4, 1995.
(a)(11) Guidelines for Certification of Taxpayer Identification Number.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
2
<PAGE>
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.
Jostens, Inc.
/s/ Robert C. Buhrmaster
By: _________________________________
Robert C. Buhrmaster
President and Chief
Executive Officer
Dated: August 4, 1995
3
<PAGE>
INDEX TO EXHIBITS
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ITEM DESCRIPTION PAGE
---- ----------- ----
<C> <S> <C>
(a)(1) Form of Offer to Purchase dated August 4, 1995.................
(a)(2) Form of Letter of Transmittal..................................
(a)(3) Form of Notice of Guaranteed Delivery..........................
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies
and Other Nominees............................................
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks,
Trust Companies and Other Nominees............................
(a)(6) Form of Letter dated August 4, 1995 to shareholders from the
President
and Chief Executive Officer of the Company....................
(a)(7) Form of Letter from Trustee to Participants in the Company's
401(k)
Retirement Savings Plan.......................................
(a)(8) Form of Letter from the Company to Participants in the
Company's 401(k)
Retirement Savings Plan.......................................
(a)(9) Form of Press Release issued by the Company dated August 3,
1995..........................................................
(a)(10) Form of Summary Advertisement dated August 4, 1995.............
(a)(11) Guidelines for Certification of Taxpayer Identification Number.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>
<PAGE>
Exhibit 99(a)(1)
JOSTENS, INC.
OFFER TO PURCHASE FOR CASH UP TO
6,100,000 SHARES OF ITS COMMON STOCK (INCLUDING
THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN
$24.50 NOR LESS THAN $21.50 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 8:00 A.M.,
NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 1, 1995, UNLESS THE OFFER IS EXTENDED.
Jostens, Inc., a Minnesota corporation (the "Company"), invites its
shareholders to tender shares of its common stock, par value $.33 1/3 per share
(the "Shares"), including the associated Common Stock Purchase Rights (the
"Rights"), at prices, net to the seller in cash, not greater than $24.50 nor
less than $21.50 per Share, specified by tendering shareholders, upon the terms
and subject to the conditions set forth in this Offer to Purchase and the
related Letter of Transmittal (which together constitute the "Offer"). Unless
the Rights are redeemed by the Company or become separately tradeable prior to
the Expiration Time (as defined herein), a tender of Shares will also
constitute a tender of the associated Rights. Unless the context requires
otherwise, all references herein to Shares shall include the associated Rights.
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (not greater than $24.50 nor less than
$21.50 per Share) that it will pay for Shares properly tendered and not
withdrawn pursuant to the Offer (the "Purchase Price"), taking into account the
number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will allow
it to buy 6,100,000 Shares (or such lesser number of Shares as are properly
tendered and not withdrawn at prices not greater than $24.50 nor less than
$21.50 per Share) pursuant to the Offer. All Shares properly tendered and not
withdrawn at prices at or below the Purchase Price will be purchased at the
Purchase Price, net to the seller in cash, upon the terms and subject to the
conditions of the Offer, including the proration terms hereof.
Shares tendered and purchased by the Company will be entitled to the regular
quarterly cash dividend to be paid by the Company on September 1, 1995 to
shareholders of record on August 15, 1995. The Shares are listed and traded on
the New York Stock Exchange, Inc. (the "NYSE") under the symbol "JOS." On
August 3, 1995, the last trading day prior to announcement of the Offer, the
closing per Share sales price as reported on the NYSE Composite Tape was
$23.00. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THESE
SHARES. SEE SECTION 7.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
SHAREHOLDERS MUST MAKE THEIR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR OFFICERS
INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
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IMPORTANT
Any shareholder desiring to tender all or any portion of his Shares should
either (1) complete and sign the Letter of Transmittal or a facsimile thereof
in accordance with the instructions in the Letter of Transmittal, mail or
deliver it and any other required documents to Norwest Bank Minnesota, N.A.
(the "Depositary"), and either mail or deliver the stock certificates for such
Shares to the Depositary or follow the procedure for book-entry delivery set
forth in Section 3, or (2) request a broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for such shareholder. A
shareholder having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact that broker,
dealer, commercial bank, trust company or other nominee if such shareholder
desires to tender such Shares. Shareholders who desire to tender Shares and
whose certificates for such Shares are not immediately available or who cannot
comply with the procedure for book-entry transfer on a timely basis should
tender such Shares by following the procedures for guaranteed delivery set
forth in Section 3. TO EFFECT A VALID TENDER OF THEIR SHARES, SHAREHOLDERS MUST
PROPERLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION THEREOF
RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent or the Dealer Managers at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase.
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The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
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The Date of this Offer to Purchase is August 4, 1995.
<PAGE>
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH
RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATIONS, IF GIVEN OR MADE, AS
HAVING BEEN AUTHORIZED BY THE COMPANY.
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TABLE OF CONTENTS
<TABLE>
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SECTION PAGE
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SUMMARY.................................................................. ii
INTRODUCTION............................................................. 1
THE OFFER................................................................ 2
1. Number of Shares; Proration..................................... 2
2. Tenders by Owners of Fewer than 100 Shares...................... 4
3. Procedure for Tendering Shares.................................. 4
4. Withdrawal Rights............................................... 9
5. Purchase of Shares and Payment of Purchase Price................ 9
6. Certain Conditions of the Offer................................. 10
7. Price Range of Shares; Dividends................................ 12
Background and Purpose of the Offer; Certain Effects of the
8. Offer........................................................... 13
9. Interests of Directors and Officers; Transactions and
Arrangements Concerning the Shares............................. 13
10. Source and Amount of Funds...................................... 14
11. Certain Information About the Company........................... 15
12. Effects of the Offer on the Market for Shares; Registration
Under the Exchange Act......................................... 31
13. Certain Legal Matters; Regulatory and Foreign Approvals......... 31
14. Certain U.S. Federal Income Tax Consequences.................... 32
15. Extension of the Offer; Termination; Amendments................. 34
16. Fees and Expenses............................................... 35
17. Miscellaneous................................................... 36
SCHEDULE I Certain Transactions Involving Shares......................... S-1
</TABLE>
i
<PAGE>
SUMMARY
This Summary is provided for the convenience of the Company's shareholders
and is qualified in its entirety by reference to the full text of this Offer to
Purchase.
<TABLE>
<C> <S>
NUMBER OF SHARES TO
BE PURCHASED....................... 6,100,000 Shares (or such lesser number of shares as
are properly tendered).
PURCHASE PRICE...................... The Company will determine a single per share price
(not greater than $24.50 nor less than $21.50 per
share) that it will pay for Shares properly
tendered. All Shares purchased by the Company will
be purchased at the Purchase Price even if tendered
at or below the Purchase Price. Each shareholder
desiring to tender Shares must specify in the Letter
of Transmittal the minimum price (not more than
$24.50 nor less than $21.50) at which such
shareholder is willing to have Shares purchased by
the Company.
HOW TO TENDER SHARES................ See Section 3. Call the Information Agent, the
Dealer Managers or consult your broker for
assistance.
BROKERAGE COMMISSIONS............... None.
STOCK TRANSFER TAX.................. None, if payment made to registered holder.
EXPIRATION AND PRORATION DATES...... Friday, September 1, 1995 at 8:00 a.m., New York
City time, unless extended by the Company.
PAYMENT DATE........................ As soon as practicable after termination of the
Offer.
POSITION OF THE COMPANY
AND ITS DIRECTORS.................. Neither the Company nor its Board of Directors makes
any recommendation to any shareholder as to whether
to tender or refrain from tendering Shares.
WITHDRAWAL RIGHTS................... Tendered Shares may be withdrawn at any time until
8:00 a.m., New York City time, on Friday, September
1, 1995, unless the Offer is extended by the Company
and, unless previously purchased, after 12:00
midnight, New York City time, on Friday, September
29, 1995. See Section 4.
ODD LOTS............................ The Company will accept for purchase, without
proration, all Shares validly tendered at or below
the Purchase Price by shareholders who (i)
beneficially own an aggregate of fewer than 100
Shares (including Shares held in the Dividend
Reinvestment Plan, Purchase Plan and Retirement
Savings Plan) as of the close of business on August
3, 1995 and as of the Expiration Time, (ii) properly
tender at or below the Purchase Price all such
Shares beneficially owned, and (iii) complete the
box captioned "Odd Lots" in the Letter of
Transmittal and, if applicable, the Notice of
Guaranteed Delivery.
FURTHER DEVELOPMENTS REGARDING THE Call the Information Agent or the Dealer Managers or
OFFER.............................. consult your broker.
</TABLE>
ii
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[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
TO THE HOLDERS OF SHARES OF COMMON STOCK OF JOSTENS, INC.:
INTRODUCTION
Jostens, Inc., a Minnesota corporation (the "Company"), invites its
shareholders to tender shares of its common stock, par value $.33 1/3 per share
(the "Shares"), including the associated Common Stock Purchase Rights (the
"Rights"), at prices, net to the seller in cash, not greater than $24.50 nor
less than $21.50 per Share, specified by tendering shareholders, upon the terms
and subject to the conditions set forth in this Offer to Purchase and the
related Letter of Transmittal (which together constitute the "Offer"). Unless
the Rights are redeemed by the Company or become separately tradeable prior to
the Expiration Time, a tender of Shares will also constitute a tender of the
associated Rights. Unless the context requires otherwise, all references herein
to Shares shall include the associated Rights.
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (not greater than $24.50 nor less than
$21.50 per Share) that it will pay for Shares properly tendered and not
withdrawn pursuant to the Offer (the "Purchase Price"), taking into account the
number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will allow
it to buy 6,100,000 Shares (or such lesser number of Shares as are properly
tendered and not withdrawn at prices not greater than $24.50 nor less than
$21.50 per Share) pursuant to the Offer. All Shares properly tendered prior to
the Expiration Time (as defined in Section 1) and not withdrawn at prices at or
below the Purchase Price will be purchased at the Purchase Price, net to the
seller in cash, upon the terms and subject to the conditions of the Offer,
including the proration terms described below.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
If, before the Expiration Time, more than 6,100,000 Shares (or such greater
number of Shares as the Company may elect to purchase) are properly tendered
and not withdrawn at or below the Purchase Price, the Company will, upon the
terms and subject to the conditions of the Offer, purchase Shares first from
all Odd Lot Owners (as defined in Section 2) who properly tender all their
Shares at or below the Purchase Price and then on a pro rata basis from all
other shareholders who properly tender Shares at or below the Purchase Price.
See Sections 1 and 2. The Company will return at its own expense all Shares not
purchased under the Offer, including Shares tendered and not withdrawn at
prices greater than the Purchase Price and Shares not purchased because of
proration. Tendering shareholders will not be obligated to pay brokerage
commissions, solicitation fees or, subject to Instruction 7 of the Letter of
Transmittal, stock transfer taxes on the Company's purchase of Shares pursuant
to the Offer. In addition, the Company will pay all fees and expenses of
Goldman, Sachs & Co. (the "Dealer Managers"), Morrow & Co. (the "Information
Agent") and Norwest Bank Minnesota, N.A. (the "Depositary") in connection with
the Offer. See Section 16.
Shareholders who are participants in the Company's Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan") or the Company's Employee Stock Purchase
Plan (the "Purchase Plan") may instruct Norwest Bank Minnesota, N.A., as
administrator of the Dividend Reinvestment Plan, or Piper Jaffray Inc., as
administrator of the Purchase Plan, to tender part or all of the Shares
credited to a participant's account in these plans and, in each case, must
specify the price or prices at which such Shares are to be tendered.
Participants in the Purchase Plan must use the separate form provided to them
to provide instructions to the administrator of the Purchase Plan. Because the
Depositary for the Offer also acts as the administrator of the Dividend
Reinvestment Plan, participants in the Dividend Reinvestment Plan may use the
Letter of Transmittal to tender the Shares credited to their accounts in
1
<PAGE>
the Dividend Reinvestment Plan by completing the box entitled "Dividend
Reinvestment Plan Shares." The Company's 401(k) Retirement Savings Plan (the
"Retirement Savings Plan") holds Shares in accounts for participants under the
Retirement Savings Plan, and participants may instruct the trustee for the
Retirement Savings Plan to tender all or part of the Shares credited to a
participant's matching account and must specify the price or prices at which
such Shares are to be tendered. Participants in the Retirement Savings Plan
must use the separate form provided to them to provide instructions to the
trustee. All proceeds received by the trustee on account of Shares purchased
from the Retirement Savings Plan are required to be reinvested by the trustee
in Shares, which will be credited to the matching accounts to which the
proceeds relate. See Section 3.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
SHAREHOLDERS MUST MAKE THEIR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR OFFICERS
INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
The Company is making the Offer because its Board of Directors believes that
it is appropriate to provide value to shareholders in the form of cash
resulting from the sale of businesses that no longer fit with the Company's
strategic direction. The Board also believes that, given the Company's
businesses, assets and prospects and the current market price of the Shares,
the purchase of the Shares pursuant to the Offer is an attractive investment
for the cash generated as well as the Company's available borrowing capacity.
In addition, the Offer provides shareholders who are considering a sale of all
or a portion of their Shares the opportunity to sell those Shares without the
usual transaction costs associated with open-market sales. See Section 8.
As of July 31, 1995, there were 45,905,896 Shares outstanding and 3,189,331
Shares issuable upon exercise of stock options or upon satisfying performance
requirements of performance share units outstanding under the Company's stock
plans. The 6,100,000 Shares that the Company is offering to purchase represent
approximately 13.3% of the outstanding Shares (12.4% assuming exercise of
outstanding stock options and achievement of performance requirements). The
Shares are traded on the New York Stock Exchange, Inc. ("NYSE") under the
symbol "JOS." On August 3, 1995, the last trading day prior to the announcement
of the Offer, the closing per Share sales price as reported on the NYSE
Composite Tape was $23.00. THE COMPANY URGES SHAREHOLDERS TO OBTAIN CURRENT
QUOTATIONS ON THE MARKET PRICE OF THE SHARES.
THE OFFER
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment (and thereby purchase) 6,100,000 Shares or such lesser
number of Shares as are properly tendered before the Expiration Time (and not
withdrawn in accordance with Section 4) at a price (determined in the manner
set forth below) not greater than $24.50 nor less than $21.50 per Share. The
term "Expiration Time" means 8:00 a.m., New York City time, on September 1,
1995, unless the Company in its sole discretion shall have extended the period
of time during which the Offer is open, in which event the term "Expiration
Time" shall refer to the latest time and date at which the Offer, as so
extended by the Company, shall expire. See Section 15 for a description of the
Company's right to extend the time during which the Offer is open and to delay,
terminate or amend the Offer. See also Section 6 for a discussion of certain
conditions to the Offer. Subject to Section 2, if the Offer is oversubscribed,
Shares tendered at or below the Purchase Price before the Expiration Time will
be eligible for proration. The proration period also expires at the Expiration
Time.
2
<PAGE>
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single Purchase Price that it will pay for Shares properly tendered
and not withdrawn pursuant to the Offer, taking into account the number of
Shares so tendered and the prices specified by tendering shareholders. The
Company will select the lowest Purchase Price that will allow it to buy
6,100,000 Shares (or such lesser number as are properly tendered and not
withdrawn at prices not greater than $24.50 nor less than $21.50 per Share)
pursuant to the Offer. The Company reserves the right to purchase more than
6,100,000 Shares pursuant to the Offer. If (i) the Company increases or
decreases the price to be paid for Shares, or the Company increases the number
of Shares being sought and any such increase in the number of Shares being
sought, exceeds 2% of the outstanding Shares, or the Company decreases the
number of Shares being sought and (ii) the Offer is scheduled to expire less
than 10 business days from and including the date that notice of such increase
or decrease is first published, sent or given in the manner specified in
Section 15, then the Offer will be extended for at least 10 business days from
and including the date of such notice. For purposes of the Offer, a "business
day" means any day other than a Saturday, Sunday or federal holiday and
consists of the time period from 12:01 a.m. through 12:00 midnight, New York
City time.
In accordance with Instruction 5 of the Letter of Transmittal, each
shareholder desiring to tender Shares must specify the price or prices (not
greater than $24.50 nor less than $21.50 per Share) at which such shareholder
is willing to have the Company purchase Shares. As promptly as practicable
following the Expiration Time, the Company will determine the Purchase Price
(not greater than $24.50 nor less than $21.50 per Share) that it will pay for
Shares properly tendered and not withdrawn pursuant to the Offer, taking into
account the number of Shares so tendered and the prices specified by tendering
shareholders. All Shares purchased pursuant to the Offer will be purchased at
the Purchase Price. All Shares not purchased pursuant to the Offer, including
Shares tendered at prices greater than the Purchase Price and Shares not
purchased because of proration, will be returned to the tendering shareholders
at the Company's expense as promptly as practicable following the Expiration
Time.
If the number of Shares properly tendered and not withdrawn prior to the
Expiration Time at or below the Purchase Price is less than or equal to
6,100,000 Shares (or such greater number of Shares as the Company may elect to
purchase), the Company will, upon the terms and subject to the conditions of
the Offer, purchase at the Purchase Price all Shares so tendered.
Upon the terms and subject to the conditions of the Offer, in the event that
prior to the Expiration Time more than 6,100,000 Shares (or such greater number
of Shares as the Company may elect to purchase) are properly tendered and not
withdrawn at or below the Purchase Price, the Company will accept Shares for
purchase in the following order of priority:
(a) first, all Shares properly tendered and not withdrawn at or below the
Purchase Price prior to the Expiration Time by any Odd Lot Owner (as
defined in Section 2) who:
(1) tenders all Shares beneficially owned by such Odd Lot Owner at or
below the Purchase Price (partial tenders will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and
(b) then, after purchase of all of the foregoing Shares, all other Shares
properly tendered and not withdrawn at or below the Purchase Price before
the Expiration Time on a pro rata basis.
In the event that proration of tendered Shares is required, the Company will
determine the final proration factor as promptly as practicable after the
Expiration Time. Proration for each shareholder tendering Shares (other than
Odd Lot Owners) shall be based on the ratio of the number of Shares tendered by
such shareholder at or below the Purchase Price to the total number of Shares
tendered by all shareholders (other than Odd Lot Owners) at or below the
Purchase Price. This ratio will be
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applied to shareholders tendering Shares (other than Odd Lot Owners) to
determine the number of Shares that will be purchased from each such
shareholder pursuant to the Offer. Although the Company does not expect to be
able to announce the final results of such proration until approximately seven
business days after the Expiration Time, it will announce preliminary results
of proration by press release as promptly as practicable after the Expiration
Time. Shareholders can obtain such preliminary information from the Information
Agent or the Dealer Managers and may be able to obtain such information from
their brokers.
As described in Section 14, the number of Shares that the Company will
purchase from a shareholder may affect the federal income tax consequences to
the shareholder of such purchase and therefore may be relevant to a
shareholder's decision whether to tender Shares. The Letter of Transmittal
affords each tendering shareholder the opportunity to designate the order of
priority in which Shares tendered are to be purchased in the event of
proration.
2. TENDERS BY OWNERS OF FEWER THAN 100 SHARES
The Company, upon the terms and subject to the conditions of the Offer, will
accept for purchase, without proration, all Shares properly tendered and not
withdrawn on or before the Expiration Time at or below the Purchase Price by or
on behalf of shareholders who beneficially owned as of the close of business on
August 3, 1995, and continue to beneficially own as of the Expiration Time, an
aggregate of fewer than 100 Shares, including Shares held in the Dividend
Reinvestment Plan, the Purchase Plan and the Retirement Savings Plan ("Odd Lot
Owners"). See Section 1. To avoid proration, however, an Odd Lot Owner must
properly tender at or below the Purchase Price all Shares that such Odd Lot
Owner beneficially owns; partial tenders will not qualify for this preference.
This preference is not available to owners of 100 or more Shares, even if such
owners have separate stock certificates for fewer than 100 Shares. Any Odd Lot
Owner wishing to tender all Shares beneficially owned by such shareholder
pursuant to this Offer must complete the box captioned "Odd Lots" in the Letter
of Transmittal and, if applicable, on the Notice of Guaranteed Delivery and
must properly indicate in the section entitled "Price (In Dollars) Per Share At
Which Shares Are Being Tendered" in the Letter of Transmittal the price at
which such Shares are being tendered, except that an Odd Lot Owner may check
the box in the section entitled "Odd Lots" indicating that the shareholder is
tendering all of such shareholder's Shares at the Purchase Price. See Section
3. Shareholders owning an aggregate of less than 100 Shares whose Shares are
purchased pursuant to the Offer not only will avoid the payment of brokerage
commissions, but also will avoid any applicable odd-lot discounts payable on a
sale of their Shares in transactions on a stock exchange, including the NYSE.
The Company also reserves the right, but will not be obligated, to purchase
all Shares duly tendered by any shareholder who tendered all Shares
beneficially owned at or below the Purchase Price and who, as a result of
proration, would then beneficially own an aggregate of fewer than 100 Shares.
If the Company exercises this right, it will increase the number of Shares that
it is offering to purchase in the Offer by the number of Shares purchased
through the exercise of such right.
3. PROCEDURE FOR TENDERING SHARES
Proper Tender of Shares. For Shares to be properly tendered pursuant to the
Offer:
(a) the certificates for such Shares (or confirmation of receipt of such
Shares pursuant to the procedures for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal
(or a facsimile thereof) with any required signature guarantees, and any
other documents required by the Letter of Transmittal, must be received
before the Expiration Time by the Depositary at its address set forth on
the back cover of this Offer to Purchase; or
(b) the tendering shareholder must comply with the guaranteed delivery
procedure set forth below.
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In August 1988, the Board of Directors of the Company declared a distribution
to shareholders of one Right for each outstanding Share. Each Right entitles
the holder to purchase one Share at an exercise price of $60.00. The Rights
become exercisable if a person acquires 20% or more, or announces a tender
offer for 25% or more, of the outstanding Shares. If a person acquires at least
25% of the outstanding Shares or if a person who holds 20% of the outstanding
Shares engages in certain self-dealing transactions involving the Company, each
Right will entitle the holder to purchase Shares having a market value of twice
the exercise price of the Right. If the Company is acquired in a merger or
other business combination, each Right will entitle the holder to purchase
common stock of the acquiring company at a similar 50% discount. The Rights
will not become exercisable or separately tradeable as a result of the Offer.
The Rights, which expire in August 1998, may be redeemed by the Company at a
price of $.01 per Right at any time prior to the 30th day after a person has
acquired at least 20% of the outstanding Shares.
Unless the Rights are redeemed prior to the Expiration Time, holders of
Shares are required to tender one Right for each Share tendered in order to
effect a valid tender of such Share. Absent circumstances causing the Rights to
become exercisable or separately tradeable prior to the Expiration Time, a
tender of Shares pursuant to the Offer will constitute a tender of the
associated Rights evidenced by the certificate for such Shares. If the Rights
become exercisable or separately tradeable, holders of Shares will be required
to tender certificates representing a number of Rights equal to the number of
Shares tendered, and shareholders who have sold Rights separately from the
Shares will be unable to tender Shares unless the shareholder reacquires Rights
to tender with the Shares.
As specified in Instruction 5 of the Letter of Transmittal, each shareholder
desiring to tender Shares pursuant to the Offer must properly indicate in the
section captioned "Price (In Dollars) Per Share At Which Shares Are Being
Tendered" in the Letter of Transmittal the price (in multiples of $.125) at
which such shareholder's Shares are being tendered, except that an Odd Lot
Owner may check the box in the section of the Letter of Transmittal entitled
"Odd Lots" indicating that the shareholder is tendering all of such
shareholder's Shares at the Purchase Price. Shareholders desiring to tender
Shares at more than one price must complete separate Letters of Transmittal for
each price at which Shares are being tendered, except that the same Shares
cannot be tendered (unless properly withdrawn previously in accordance with the
terms of the Offer) at more than one price. In order to properly tender Shares,
one and only one price box must be checked in the appropriate section on each
Letter of Transmittal.
It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), for a person acting alone or in
concert with others, directly or indirectly, to tender Shares for such person's
own account unless at the time of tender and at the Expiration Time such person
has a "net long position" equal to or greater than the amount tendered in (i)
the Shares and will deliver or cause to be delivered such Shares for the
purpose of tender to the Company within the period specified in the Offer, or
(ii) other securities immediately convertible into, exercisable for or
exchangeable into Shares ("equivalent securities") and, upon the acceptance of
such tender, will acquire such Shares by conversion, exchange or exercise of
such securities to the extent required by the terms of the Offer and will
deliver or cause to be delivered such Shares so acquired for the purpose of
tender to the Company within the period specified in the Offer. Rule 14e-4 also
provides a similar restriction applicable to the tender or guarantee of a
tender on behalf of another person. A tender of Shares made pursuant to any
method of delivery set forth herein will constitute a binding agreement between
the tendering shareholder and the Company upon the terms and subject to the
conditions of the Offer, including the tendering shareholder's representation
and warranty that (i) such shareholder has a "net long position" in Shares or
equivalent securities at least equal to the Shares being tendered within the
meaning of Rule 14e-4, and (ii) such tender of Shares complies with Rule 14e-4.
Signature Guarantees and Method of Delivery. No signature guarantee is
required on the Letter of Transmittal if the Letter of Transmittal is signed by
the registered holder of the Shares (which term, for purposes of this Section,
includes any participant in The Depository Trust Company, Midwest Securities
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<PAGE>
Trust Company or Philadelphia Depository Trust Company (collectively, the
"Book-Entry Transfer Facilities") whose name appears on a security position
listing as the holder of the Shares) tendered therewith and payment and
delivery are to be made directly to such registered holder, or if Shares are
tendered for the account of a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office, branch or agency in the
United States that is a member of one of the Stock Transfer Association's
approved medallion programs (such as Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program) (each such entity being hereinafter referred to as
an "Eligible Institution"). In all other cases, all signatures on the Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of
the Letter of Transmittal. If a certificate representing Shares is registered
in the name of a person other than the signer of a Letter of Transmittal, or if
payment is to be made, or Shares not purchased or tendered are to be issued, to
a person other than the registered holder, the certificate must be endorsed or
accompanied by an appropriate stock power, in either case signed exactly as the
name of the registered holder appears on the certificate, with the signature on
the certificate or stock power guaranteed by an Eligible Institution. In all
cases, payment for Shares tendered and accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of certificates
for such Shares (or a timely confirmation of a book-entry transfer of such
Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by the Letter of
Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Federal Income Tax Withholding. To prevent backup federal income tax
withholding equal to 31% of the gross payments made pursuant to the Offer, each
shareholder who does not otherwise establish an exemption from such withholding
must notify the Depositary of such shareholder's correct taxpayer
identification number (or certify that such taxpayer is awaiting a taxpayer
identification number) and provide certain other information by completing the
Substitute Form W-9 included in the Letter of Transmittal. Foreign shareholders
who are individuals must submit Form W-8, certifying non-United States status,
in order to avoid backup withholding. See Instructions 10 and 11 of the Letter
of Transmittal.
The Depositary will withhold 30% of the gross payments payable to a foreign
shareholder unless the Depositary determines that a reduced rate of withholding
or an exemption from withholding is applicable. For this purpose, a foreign
shareholder is a shareholder that is not (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political
subdivision thereof, or (iii) any estate or trust the income of which is
subject to United States federal income taxation regardless of the source of
such income. The Depositary will determine a shareholder's status as a foreign
shareholder and eligibility for a reduced rate of, or an exemption from,
withholding by reference to the shareholder's address and to any outstanding
certificates or statements concerning eligibility for a reduced rate of, or
exemption from, withholding (e.g., Form 1001 or Form 4224) unless facts and
circumstances indicate that such reliance is not warranted. A foreign
shareholder who has not previously submitted the appropriate certificates or
statements with respect to a reduced rate of, or exemption from, withholding
for which such shareholder may be eligible should consider doing so in order to
avoid overwithholding. A foreign shareholder may be eligible to obtain a refund
of tax withheld if such shareholder meets one of the three tests for capital
gain or loss treatment described in Section 14 or is otherwise able to
establish that no tax or a reduced amount of tax was due.
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<PAGE>
EACH SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO WHETHER SUCH
SHAREHOLDER IS SUBJECT TO OR EXEMPT FROM FEDERAL INCOME TAX WITHHOLDING.
For a discussion of certain other federal income tax consequences to
tendering shareholders, see Section 14.
Book-Entry Delivery. The Depositary will establish an account with respect to
the Shares at each of the Book-Entry Transfer Facilities for purposes of the
Offer within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in a Book-Entry Transfer Facility's
system may make book-entry delivery of the Shares by causing such facility to
transfer such Shares into the Depositary's account in accordance with such
facility's procedure for such transfer. Even though delivery of Shares may be
effected through book-entry transfer into the Depositary's account at one of
the Book-Entry Transfer Facilities, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof), with any required signature
guarantees and other required documents must, in any case, be transmitted to
and received by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase prior to the Expiration Time, or the guaranteed
delivery procedure set forth below must be followed. Delivery of the Letter of
Transmittal and any other required documents to one of the Book-Entry Transfer
Facilities does not constitute delivery to the Depositary.
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to
the Offer and such shareholder's certificates are not immediately available (or
the procedures for book-entry transfer cannot be completed on a timely basis)
or time will not permit all required documents to reach the Depositary before
the Expiration Time, such Shares may nevertheless be tendered provided that all
of the following conditions are satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives (by hand, mail, overnight courier, telegram
or facsimile transmission), on or prior to the Expiration Time, a properly
completed and duly executed Notice of Guaranteed Delivery substantially in
the form the Company has provided with this Offer to Purchase (indicating
the price at which the Shares are being tendered), including a guarantee by
an Eligible Institution in the form set forth in such Notice; and
(c) the certificates for all tendered Shares in proper form for transfer
(or confirmation of book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities),
together with a properly completed and duly executed Letter of Transmittal
(or a facsimile thereof) and any other documents required by the Letter of
Transmittal, are received by the Depositary within five NYSE trading days
after the date the Depositary receives such Notice of Guaranteed Delivery.
Dividend Reinvestment Plan. As of July 31, 1995, the Dividend Reinvestment
Plan owned 385,962 Shares. Shares credited to participants' accounts under the
Dividend Reinvestment Plan will be tendered by Norwest Bank Minnesota, N.A., as
administrator, according to instructions provided to the administrator from
participants in the Dividend Reinvestment Plan. Shares for which the
administrator has not received timely instructions from participants will not
be tendered. The administrator will make available to the participants whose
accounts are credited with Shares under the Dividend Reinvestment Plan all
documents furnished to shareholders generally in connection with the Offer.
Because the Depositary for the Offer also acts as administrator of the Dividend
Reinvestment Plan, participants in the Dividend Reinvestment Plan may use the
Letter of Transmittal to instruct the administrator regarding the Offer by
completing the box entitled "Dividend Reinvestment Plan Shares." Each
participant may direct that all, some or none of the Shares credited to the
participant's account under the Dividend Reinvestment Plan be tendered and the
price at which such participant's Shares are to be tendered. Participants in
the Dividend Reinvestment Plan are urged to read the Letter of Transmittal and
related materials carefully.
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Purchase Plan. As of June 30, 1995, the Purchase Plan owned 95,997 Shares.
Shares credited to participants' accounts under the Purchase Plan will be
tendered by Piper Jaffray Inc., as administrator, according to instructions
provided to the administrator from participants in the Purchase Plan. Shares
for which the administrator has not received timely instructions from
participants will not be tendered. The administrator will make available to the
participants whose accounts are credited with Shares under the Purchase Plan
all documents furnished to shareholders generally in connection with the Offer.
Each such participant will also receive a form upon which the participant may
instruct the administrator regarding the Offer. Each participant may direct
that all, some or none of the Shares credited to the participant's account
under the Purchase Plan be tendered and the price at which such participant's
Shares are to be tendered. The Company will also provide additional information
in a separate letter with respect to the operation of the Offer on participants
in the Purchase Plan. Participants in the Purchase Plan may not use the Letter
of Transmittal to direct the tender of the Shares credited to their accounts
but must use the separate form sent to them. Participants in the Purchase Plan
are urged to read the separate form and related materials carefully.
Retirement Savings Plan. As of July 31, 1995, the Company's Retirement
Savings Plan owned 123,699 Shares, all of which were credited to the matching
accounts of the Retirement Savings Plan participants, beneficiaries of deceased
participants and alternate payees pursuant to qualified domestic relations
orders (collectively referred to as "participants"). Such Shares will, subject
to the limitations of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and applicable regulations thereunder, be tendered by
Fidelity Management Trust Company, as trustee of the Retirement Savings Plan,
according to the instructions of participants to the trustee. Decisions as to
whether to tender Shares for which the trustee has not received timely
instructions from participants will be made by the trustee in accordance with
the terms of the Retirement Savings Plan and the requirements of ERISA. The
trustee will make available to the participants to whose matching accounts
Shares are credited all documents furnished to shareholders generally in
connection with the Offer. Each such participant will also receive a form upon
which the participant may instruct the Trustee regarding the Offer. Each
participant may direct that all, some or none of the Shares credited to the
participant's matching account be tendered and the price at which the
participant's Shares are to be tendered. Under ERISA the Company will be
prohibited from purchasing any Shares from the Retirement Savings Plan if the
Purchase Price is less than the prevailing market price of the Shares on the
date the Shares are accepted for payment pursuant to the Offer. If Shares
tendered from the Retirement Savings Plan would have been accepted pursuant to
the terms of the Offer except for this prohibition, such Shares shall
automatically be deemed to be properly withdrawn. The Company will also provide
additional information in a separate letter with respect to the operation of
the Offer on participants in the Retirement Savings Plan. Participants in the
Retirement Savings Plan may not use the Letter of Transmittal to direct the
tender of the Shares credited to their matching accounts, but must use the
separate form sent to them. Participants in the Retirement Savings Plan are
urged to read the separate form and related materials carefully. All proceeds
received by the trustee on account of Shares purchased from the Retirement
Savings Plan are required to be reinvested by the trustee in Shares, which will
be credited to the matching accounts to which the proceeds relate.
Determinations of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of Shares
to be accepted, the price to be paid therefor and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of Shares will be determined by the Company, in its sole discretion,
which determination shall be final and binding on all parties. The Company
reserves the absolute right to reject any or all tenders it determines not to
be in proper form or the acceptance of or payment for which may, in the opinion
of the Company's counsel, be unlawful. The Company also reserves the absolute
right to waive any of the conditions of the Offer and any defect or
irregularity in the tender of any particular Shares. No tender of Shares will
be deemed to be properly made until all defects or irregularities have been
cured or waived. None of the Company, the Dealer Managers, the Depositary or
any other person is or will be obligated to give
8
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notice of any defects or irregularities in tenders, and none of them will incur
any liability for failure to give any such notice.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE PROPERLY TENDERED.
4. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 4, a tender of Shares pursuant
to the Offer is irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time before the Expiration Time and, unless theretofore
accepted for payment by the Company as provided in this Offer to Purchase, may
also be withdrawn after 12:00 midnight, New York City time, on September 29,
1995.
For a withdrawal to be effective, the Depositary must timely receive (at its
address set forth on the back cover of this Offer to Purchase) a written,
telegraphic or facsimile transmission notice of withdrawal. Such notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the registered
holder, if different from that of the person who tendered such Shares. If the
certificates have been delivered or otherwise identified to the Depositary,
then, prior to the release of such certificates, the tendering shareholder must
also submit the serial numbers shown on the particular certificates evidencing
the Shares and the signature on the notice of withdrawal must be guaranteed by
an Eligible Institution (except in the case of Shares tendered by an Eligible
Institution). If Shares have been tendered pursuant to the procedure for book-
entry transfer set forth in Section 3, the notice of withdrawal must specify
the name and the number of the account at the applicable Book-Entry Transfer
Facility to be credited with the withdrawn Shares and otherwise comply with the
procedures of such facility. All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined by the
Company, in its sole discretion, which determination shall be final and binding
on all parties. None of the Company, the Dealer Managers, the Depositary or any
other person is or will be obligated to give any notice of any defects or
irregularities in any notice of withdrawal, and none of them will incur any
liability for failure to give any such notice. Any Shares properly withdrawn
will thereafter be deemed not tendered for purposes of the Offer. Withdrawn
Shares may, however, be retendered before the Expiration Time by again
following any of the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares or is
unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain on behalf of the Company all tendered Shares, and
such Shares may not be withdrawn except to the extent tendering shareholders
are entitled to withdrawal rights as described in this Section 4.
Participants in the Dividend Reinvestment Plan, the Purchase Plan and the
Retirement Savings Plan should follow the procedures for withdrawal included in
the letter furnished to such participants by the trustee or administrator of
such plans.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer, the Company will
determine the Purchase Price it will pay for Shares properly tendered and not
withdrawn pursuant to the Offer, taking into account the number of Shares
tendered and the prices specified by tendering shareholders, and will accept
for payment (and thereby purchase) Shares properly tendered and not withdrawn
at or below the Purchase Price as soon as practicable after the Expiration
Time. For purposes of the Offer, the
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<PAGE>
Company will be deemed to have accepted for payment (and therefore purchased),
subject to proration, Shares that are properly tendered and not withdrawn at or
below the Purchase Price when, as and if it gives oral or written notice to the
Depositary of its acceptance of such Shares for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase and pay a single Purchase Price for all of the Shares accepted for
payment pursuant to the Offer as soon as practicable after the Expiration Time.
In all cases, payment for Shares tendered and accepted for payment pursuant to
the Offer will be made promptly (subject to possible delay in the event of
proration) but only after timely receipt by the Depositary of certificates for
Shares (or of a timely confirmation of a book-entry transfer of such Shares
into the Depositary's account at one of the Book-Entry Transfer Facilities), a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other required documents.
Payment for Shares purchased pursuant to the Offer will be made by depositing
the aggregate Purchase Price therefor with the Depositary, which will act as
agent for tendering shareholders for the purpose of receiving payment from the
Company and transmitting payment to the tendering shareholders. In the event of
proration, the Company will determine the proration factor and pay for those
tendered Shares accepted for payment as soon as practicable after the
Expiration Time. However, the Company does not expect to be able to announce
the final results of any such proration until approximately seven business days
after the Expiration Time. Under no circumstances will the Company pay interest
on the Purchase Price. Certificates for all Shares not purchased, including all
Shares tendered at prices greater than the Purchase Price and Shares not
purchased due to proration, will be returned (or, in the case of Shares
tendered by book-entry transfer, such Shares will be credited to the account
maintained with one of the Book-Entry Transfer Facilities by the participant
therein who so delivered such Shares) as promptly as practicable following the
Expiration Time or termination of the Offer without expense to the tendering
shareholder. In addition, if certain events occur, the Company may not be
obligated to purchase Shares pursuant to the Offer. See Section 6.
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer; provided, however,
that if payment of the Purchase Price is to be made to, or (in the
circumstances permitted by the Offer) if unpurchased Shares are to be
registered in the name of, any person other than the registered holder, or if
tendered certificates are registered in the name of any person other than the
person signing the Letter of Transmittal, the amount of all stock transfer
taxes, if any (whether imposed on the registered holder or such other person),
payable on account of the transfer to such person will be deducted from the
Purchase Price unless evidence satisfactory to the Company of the payment of
such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter
of Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN
THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE CASE
OF A FOREIGN INDIVIDUAL, A FORM W-8) MAY BE SUBJECT TO REQUIRED FEDERAL INCOME
TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER
PAYEE PURSUANT TO THE OFFER. SEE SECTION 3.
6. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company, subject to
Rule 13e-4(f) of the Exchange Act, shall not be required to accept for payment,
purchase or pay for any Shares tendered and may terminate or amend the Offer if
at any time after August 4, 1995, and at or before the Expiration Time, any of
the following events shall have occurred (as determined by the Company in good
faith) which makes it inadvisable for the Company, in its reasonable judgment,
to proceed with the Offer or with such purchase or payment:
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(a) there shall have been threatened, instituted or pending before any
court, agency, authority or other tribunal any action, suit or proceeding
by any government or governmental, regulatory or administrative agency or
authority or by any other person, domestic or foreign, or any judgment,
order or injunction entered, enforced or deemed applicable by any such
court, authority, agency or tribunal, which:
(i) challenges or seeks to make illegal, or to delay or otherwise
directly or indirectly to restrain, prohibit or otherwise affect the
making of the Offer, the acquisition of Shares pursuant to the Offer or
is otherwise related in any manner to, or otherwise affects, the Offer;
or
(ii) could, in the reasonable judgment of the Company, materially
affect the business, condition (financial or other), income, operations
or prospects of the Company and its subsidiaries, taken as a whole, or
otherwise materially impair in any way the contemplated future conduct
of the business of the Company and its subsidiaries, taken as a whole,
or materially impair the Offer's contemplated benefits to the Company;
or
(b) there shall have been any action threatened or taken, or any approval
withheld, or any statute, rule or regulation invoked, proposed, sought,
promulgated, enacted, entered, amended, enforced or deemed to be applicable
to the Offer or the Company or any of its subsidiaries, by any government
or governmental, regulatory or administrative authority or agency or
tribunal, domestic or foreign, which, in the reasonable judgment of the
Company, would or might directly or indirectly result in any of the
consequences referred to in clause (i) or (ii) of paragraph (a) above; or
(c) there shall have occurred:
(i) the declaration of any banking moratorium or any suspension of
payments in respect of banks in the United States (whether or not
mandatory);
(ii) any general suspension of trading in, or limitation on prices
for, securities on any United States national securities exchange or in
the over-the-counter market;
(iii) the commencement of a war, armed hostilities or any other
national or international crisis directly or indirectly involving the
United States;
(iv) any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or any event
which, in the reasonable judgment of the Company, might materially
affect, the extension of credit by banks or other lending institutions
in the United States;
(v) any significant decrease in the market price of the Shares or in
the market prices of equity securities generally in the United States
or any change in the general political, market, economic or financial
conditions in the United States or abroad that could have in the
reasonable judgment of the Company a material adverse effect on the
business, condition (financial or otherwise), income, operations or
prospects of the Company and its subsidiaries, taken as a whole, or on
the trading in the Shares;
(vi) in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening
thereof; or
(vii) any decline in either the Dow Jones Industrial Average
(4,701.42 at the close of business on August 3, 1995) or the S&P 500
Composite Index (558.76 at the close of business on August 3, 1995) by
an amount in excess of 10% measured from the close of business on
August 3, 1995; or
(d) any change shall occur or be threatened in the business, condition
(financial or other), income, operations or prospects of the Company and
its subsidiaries, taken as a whole, which in the reasonable judgment of the
Company may have a material adverse effect on the Company and its
subsidiaries taken as a whole; or
11
<PAGE>
(e) a tender or exchange offer for any or all of the Shares (other than
the Offer), or any merger, business combination or other similar
transaction with or involving the Company or any subsidiary, shall have
been proposed, announced or made by any person; or
(f) any entity, "group" (as that term is used in Section 13(d) (3) of the
Exchange Act) or person (other than entities, groups or persons, if any,
who have filed with the Securities and Exchange Commission (the
"Commission") on or before August 3, 1995 a Schedule 13G or a Schedule 13D
with respect to any of the Shares) shall have acquired or proposed to
acquire beneficial ownership of more than 5% of the outstanding Shares; or
(g) any entity, group or person who has filed with the Commission on or
before such date a Schedule 13G or a Schedule 13D with respect to the
Shares shall have acquired, or proposed to acquire, beneficial ownership of
additional Shares constituting more than 2% of the outstanding Shares or
shall have been granted any option or right to acquire beneficial ownership
of more than 2% of the outstanding Shares; or
(h) any person or group shall have filed a Notification and Report Form
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 reflecting
an intent to acquire the Company or any of its Shares.
The foregoing conditions are for the Company's sole benefit and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition (including any action or inaction by the Company) or may be waived by
the Company in whole or in part. The Company's failure at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right, and
each such right shall be deemed an ongoing right that may be asserted at any
time and from time to time. Any determination by the Company concerning the
events described in this Section 6 and any related judgment or decision by the
Company regarding the inadvisability of proceeding with the purchase of or
payment for any Shares tendered shall be final and shall be binding on all
parties.
7. PRICE RANGE OF SHARES; DIVIDENDS
The Shares are currently traded on the NYSE. The following table sets forth
for the periods indicated the high and low sales prices per Share on the NYSE
Composite Tape, for the period beginning for each of the quarters in the
Company's fiscal year ended June 30, as reported in published financial sources
and the dividends paid per Share:
<TABLE>
<CAPTION>
DIVIDENDS
HIGH LOW PAID
------- ------- ---------
<S> <C> <C> <C>
FISCAL 1994
1st Quarter................................... $20 7/8 $18 $.22
2nd Quarter................................... 20 5/8 17 1/2 .22
3rd Quarter................................... 20 16 5/8 .22
4th Quarter................................... 17 1/2 15 1/8 .22
FISCAL 1995
1st Quarter................................... $18 3/4 $15 3/4 $.22
2nd Quarter................................... 19 3/8 16 7/8 .22
3rd Quarter................................... 21 1/4 17 3/4 .22
4th Quarter................................... 21 5/8 18 7/8 .22
FISCAL 1996
1st Quarter (through August 3)................ $23 1/8 $20 7/8 --
</TABLE>
The closing per Share sales price as reported on the NYSE Composite Tape on
August 3, 1995, the last trading day before the announcement of the Offer, was
$23.00. THE COMPANY URGES SHAREHOLDERS TO OBTAIN CURRENT QUOTATIONS OF THE
MARKET PRICE OF THE SHARES.
12
<PAGE>
Shares tendered and purchased by the Company will be entitled to the regular
quarterly cash dividend to be paid by the Company on September 1, 1995 to
shareholders of record on August 15, 1995.
8. BACKGROUND AND PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Company is making the Offer because its Board of Directors believes that
it is appropriate to provide value to shareholders in the form of cash
resulting from the sale of businesses that no longer fit with the Company's
strategic direction. The Board also believes that, given the Company's
businesses, assets and prospects and the current market price of the Shares,
the purchase of the Shares pursuant to the Offer is an attractive investment
for the cash generated as well as the Company's available borrowing capacity.
In addition, the Offer provides shareholders who are considering a sale of
all or a portion of their Shares the opportunity to determine the price or
prices (not greater than $24.50 nor less than $21.50 per Share) at which they
are willing to sell their Shares and, if any such Shares are purchased pursuant
to the Offer, to sell those Shares for cash without the usual transaction costs
associated with open-market sales. Any Odd Lot Owners whose Shares are
purchased pursuant to the Offer not only will avoid the payment of brokerage
commissions, but also will avoid any applicable odd lot discounts payable on
sales of odd lots. To the extent the purchase of Shares in the Offer results in
a reduction in the number of shareholders of record, the costs to the Company
for services to shareholders will be reduced. Shareholders who determine not to
accept the Offer will increase their proportionate interest in the Company's
equity, and thus in the Company's future earnings and assets, subject to the
Company's right to issue additional Shares and other equity securities in the
future.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES AND
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS HAS AUTHORIZED ANY PERSON TO
MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS MUST MAKE THEIR OWN DECISION WHETHER
TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES
AT WHICH SHARES SHOULD BE TENDERED.
The Company may in the future purchase additional Shares on the open market,
in private transactions, through tender offers or otherwise. Any such purchases
may be on the same terms as, or on terms that are more or less favorable to
shareholders than, the terms of the Offer. However, Rule 13e-4(f)(6) under the
Exchange Act generally prohibits the Company and its affiliates from purchasing
any Shares, other than pursuant to the Offer, until at least 10 business days
after the expiration or termination of the Offer. Any possible future purchases
by the Company will depend on many factors, including the market price of the
Shares, the results of the Offer, the Company's business and financial position
and general economic and market conditions.
All Shares purchased by the Company pursuant to the Offer will become
authorized but unissued shares.
9. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES
As of July 31, 1995, the Company's directors and executive officers as a
group beneficially owned 492,770 Shares (including 246,003 Shares issuable upon
exercise of stock options exercisable within 60 days of such date and 116,482
Shares issuable upon satisfying performance requirements of outstanding
performance share units), which constituted approximately 1.1% of the
outstanding Shares (assuming exercise of such options and achievement of
performance requirements). The Company has been advised that no director or
executive officer of the Company intends to tender any Shares pursuant to the
Offer. If the Company purchases 6,100,000 Shares pursuant to the Offer
(approximately 13.3% of the outstanding Shares on July 31, 1995, or 13.2%
assuming exercise of such options and achievement of performance requirements)
and no director or executive officer tenders Shares pursuant
13
<PAGE>
to the Offer, then after the purchase of Shares pursuant to the Offer, the
Company's directors and executive officers as a group would beneficially own
approximately 1.2% of the outstanding Shares (assuming exercise of such options
and achievement of performance requirements).
As of July 31, 1995, a master trust created to hold and administer assets of
certain pension plans of the Company owned an aggregate of 211,988 Shares.
Pursuant to the terms of the master trust agreement, the Company has the
responsibility to instruct the trustee regarding the investment and
reinvestment of the assets of each such pension plan. The Company's financial
asset management committee will instruct the trustee whether or not to tender
any of the Shares owned by the master trust pursuant to the Offer.
Except as set forth in Schedule I hereto, based upon the Company's records
and upon information provided to the Company by its directors, executive
officers and affiliates, neither the Company nor any of its subsidiaries nor,
to the best of the Company's knowledge, any of the directors or executive
officers of the Company, nor any associates of any of the foregoing, has
effected any transactions in the Shares during the 40 business days prior to
the date hereof.
Except as set forth in this Offer to Purchase, neither the Company nor, to
the Company's knowledge, any of its executive officers or directors, is a party
to any contract, arrangement, understanding or relationship with any other
person relating, directly or indirectly, to the Offer with respect to any
securities of the Company (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies, consents or authorizations).
Except as disclosed herein, neither the Company nor its executive officers or
directors has current plans or proposals which relate to or would result in any
extraordinary corporate transaction involving the Company or its subsidiaries,
such as a merger, reorganization, sale or transfer of a material amount of its
or their assets, any material change in its present dividend policy or
indebtedness or capitalization, any other material change in its business or
corporate structure, any material change in its Articles of Incorporation or
Bylaws, or any actions causing a class of its equity securities to be delisted
by the NYSE or to become eligible for termination of registration pursuant to
Section 12(g) (4) of the Exchange Act, or the suspension of the Company's
obligation to file reports pursuant to Section 15(d) of the Exchange Act, or
any actions similar to any of the foregoing. At its meeting on August 3, 1995,
the Company's Board of Directors nominated Jack W. Eugster, President and Chief
Executive Officer of The Musicland Group, Inc., to stand for election to the
Company's Board of Directors at the Company's Annual Meeting to be held October
26, 1995. Mr. Eugster has agreed to serve if elected.
10. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 6,100,000 Shares pursuant to the Offer at
the maximum price of $24.50 per Share, the Company expects the maximum
aggregate cost, including all fees and expenses applicable to the Offer, to be
approximately $150,400,000. The Company estimates that on September 1, 1995
approximately $92,000,000 of the funds necessary to purchase Shares pursuant to
the Offer and to pay the related fees and expenses are expected to come from
cash, cash equivalents and marketable securities of the Company. The balance of
the funds will come from unsecured, short-term borrowings funded through the
issuance of commercial paper by the Company. The Company anticipates that such
borrowings will bear interest at a rate approximately equal to the 30-day H-15
Commercial Paper Composite Index (5.85% as of August 3, 1995). At March 31 and
June 30, 1995, the Company had cash and short-term investments of approximately
$65,906,000 and $173,469,000, respectively. The increase from March 31 to June
30, 1995 reflects, among other things, the sale of Jostens Learning Corporation
("JLC"), which closed on June 29, 1995. The anticipated decrease in cash and
short-term investments from June 30 to September 1, 1995 reflects normal
operating cash needs during this period. Due to the seasonal variations of the
Company's school market business, it is
14
<PAGE>
customary for the Company to have significant changes in short-term investments
and borrowings during the course of the year and to fund such borrowings
through the issuance of commercial paper. See Section 11 for a discussion of
the seasonal variations in the Company's business.
Although the Company currently does not have any specific plans, the Company
may, depending on business and market conditions, refinance or replace all or a
portion of the borrowings used to purchase Shares in the Offer with bank
borrowings, additional issuances of commercial paper or such other financing as
the Company deems appropriate, which may include intermediate or long-term
borrowings at higher fixed rates, or may repay such borrowings through
internally generated funds.
11. CERTAIN INFORMATION ABOUT THE COMPANY
The Company provides products and services that help people recognize
achievements and affiliations throughout their lives. Products and services
include yearbooks, class rings, graduation products, student photography
packages, customized business performance and service awards, sports awards and
customized affinity products. The Company, founded in 1897, is based in
Minneapolis and has facilities throughout the United States and Canada.
Customers are served by approximately 5,600 employees and 850 independent sales
representatives. The Company's principal executive offices are located at 5501
Norman Center Drive, Minneapolis, Minnesota 55437, and its telephone number at
that address is (612) 830-3300.
Recent Developments. On August 3, 1995, the Company reported its fiscal 1995
financial results. The Company, however, has not yet prepared the consolidated
financial statements and related notes, in conformity with generally accepted
accounting principles, required to be included in the Company's Annual Report
on Form 10-K. The summary historical financial information for the three months
ended June 30, 1995 and 1994 and for the year ended June 30, 1995 included as
part of the press release summarizing these financial results reflect, in the
opinion of management of the Company, all adjustments necessary for a fair
statement of the results of operations for such periods. As described in the
press release, the 1995 financial results also reflect the sale of JLC, the
Company's curriculum software subsidiary, to a group led by Bain Capital, Inc.,
and information with respect to 1994 has been reclassified to reflect JLC as a
discontinued operation. Having previously sold the Company's decorated
sportswear business in fiscal 1994, this sale leaves an even higher proportion
of the Company's business in the school market, which is subject to seasonal
variation due to the fact that school is not in session for the full year. Set
forth below is the full text of the press release summarizing these financial
results.
Jostens Inc. (NYSE:JOS) today reported fiscal 1995 net income of
$50.4 million, or $1.11 per share, compared with a loss of $16.2
million, or 36 cents per share, in fiscal 1994.
From continuing operations Jostens earned $55.9 million, or $1.23 per
share, in the fiscal year ended June 30, compared with $28 million, or
61 cents per share, a year earlier.
Sales from continuing operations in fiscal 1995 were $665.1 million,
compared with $649.9 million in 1994.
Reported results reflect the June 1995 sale of the company's Jostens
Learning unit and the anticipated sale of the Wicat Systems business,
both of which are treated as discontinued operations in Jostens' 1994
and 1995 financial statements.
Jostens also announced that it will repurchase up to 6.1 million
shares through a Modified Dutch Auction tender offer that begins
tomorrow. Shareholders will have until Sept. 1 to tender shares in a
price range of $21.50 to $24.50 per share. The repurchase will be
funded primarily from the company's cash balance, which was $173.5
million at fiscal year-end.
In addition, the company's board of directors today declared a 22-
cent dividend, payable Sept. 1, 1995, to shareholders of record at the
close of business Aug. 15, 1995.
15
<PAGE>
The company's earnings improvement reflects the success of efforts to
refocus on core businesses, streamline operations and position the
company for future growth said Robert C. Buhrmaster, president and
chief executive officer.
"In the last two years, we've taken some difficult but necessary
steps to put Jostens back in fighting trim," Buhrmaster said. "Our
first objective was to restore earnings to acceptable levels, which we
accomplished in 1995. We are now working on the next objective--to
achieve and sustain profitable sales growth."
1995 Business Summary.
School Products Segment. Sales for the year were $565 million,
compared with $546.2 million in 1994. Operating profit in this segment,
which comprises class rings, yearbooks, graduation products, school
photography and Jostens Canada, improved substantially from $73.5
million a year earlier.
"Our school businesses continued to demonstrate financial strength,
with strong profitability gains for the second straight year,"
Buhrmaster said. "Through new marketing initiatives, we increased sales
of high school and college class rings units for the first time in a
dozen years, improved student buy rates in graduation products and
expanded market share in yearbooks."
In addition, he said, the photography business returned to
profitability as a result of a plant consolidation and restructuring
program.
Recognition Segment. Sales for the year were $100.1 million, compared
with $103.7 million in 1994. Operating profit declined from a record
$9.5 million in 1994. Minor erosion in product mix and margins, some
account losses and other charges caused a slowdown from 1994's record
performance in this segment, which provides service and business
achievement awards to companies.
"The fundamental market for Recognition remains good, and we are now
focused on improving internal efficiency and more closely evaluating
market opportunities in this business," Buhrmaster said.
Fourth-Quarter Summary.
Jostens reported net income of $28.8 million, or 64 cents per share,
compared with a loss of $24.3 million, or 54 cents per share, in the
year-earlier period. The company earned $30.5 million, or 67 cents per
share, from continuing operations in the quarter, an increase from
$20.4 million, or 44 cents per share, a year earlier.
Companywide sales were $270.4 million, up 4 percent from $259.8
million in the 1994 fourth quarter.
During the quarter, Jostens completed the sale of its Jostens
Learning curriculum software subsidiary to a group led by Bain Capital,
Inc. for $50 million in cash, a $36 million note and a separate $4
million note convertible into equity in Jostens Learning. Jostens
retains, but will sell, Wicat Systems, a computer-based aviation
training division that had been part of Jostens Learning. Both Wicat,
which has about $11 million in annual sales, and Jostens Learning are
treated as discontinued operations. Jostens reported a loss from
discontinued operations of $4.9 million, or 11 cents per share, in
fiscal 1995.
16
<PAGE>
Share Repurchase Details.
At its meeting today, the company's board of directors approved a
Modified Dutch Auction tender offer to repurchase up to 6.1 million of
its common shares at a price not greater than $24.50 or less than
$21.50.
In a Modified Dutch Auction, the company sets a price range, and
holders have an opportunity to specify prices within that range at
which they are willing to sell shares. After shares are tendered, the
company selects a price and buys shares at that price from holders who
offered to sell at the selected price or lower.
The offer is expected to begin tomorrow and close at 8 a.m. EDT
Friday, Sept. 1, 1995, and is subject to the terms and conditions
described in the offering materials. Jostens currently has
approximately 45.5 million shares outstanding.
"This repurchase program enables us to quickly and efficiently return
to shareholders cash received from the sale of businesses that don't
fit our strategy for the future," Buhrmaster said.
Shareholders of record Aug. 15 whose shares are purchased through the
offer will receive the dividend declared today, the company said.
Holders whose shares are purchased will save the normal transaction
fees associated with market sales.
The company is not making any recommendation to shareholders
regarding the tendering of shares, and said its directors and executive
officers don't plan to sell any shares under the offer.
The dealer manager for the offer is Goldman, Sachs & Co. and the
information agent is Morrow & Co. Shareholders may obtain further
information by calling Morrow at (800) 566-9061.
Also today, the Jostens board nominated Jack Eugster, president and
chief executive officer of The Musicland Group Inc., to fill a new
board position. Eugster will stand for election Oct. 26 at the Jostens
annual meeting. The election of Eugster would expand the board from six
to seven members.
Minneapolis-based Jostens is a leading provider of products and
services that help people celebrate achievement, reward performance,
recognize service and commemorate experiences throughout their lives.
17
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED
ENDED JUNE 30, JUNE 30,
------------------ ------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
SUMMARY CONDENSED CONSOLIDATED INCOME
STATEMENT:
Net sales.............................. $270,415 $259,759 $665,099 $649,869
Cost of products sold.................. 134,710 133,584 319,065 313,755
-------- -------- -------- --------
135,705 126,175 346,034 336,114
Selling and administrative expenses.... 83,752 79,420 251,416 274,140
Restructuring charges.................. -- 8,500 -- 8,500
-------- -------- -------- --------
Operating income....................... 51,953 38,255 94,618 53,474
Net interest expense................... 237 804 725 4,980
-------- -------- -------- --------
51,716 37,451 93,893 48,494
Income taxes........................... 21,243 17,014 38,027 20,540
-------- -------- -------- --------
Income from continuing operations...... 30,473 20,437 55,866 27,954
Discontinued operations:
Loss from operations, net of tax..... (1,639) (44,696) (4,864) (55,110)
Gain on sale of sportswear
discontinued operations, net of tax. -- -- -- 10,987
Cumulative effect of change in
accounting principle, net of tax.... -- -- (634) --
-------- -------- -------- --------
Net income (loss)...................... $ 28,834 $(24,259) $ 50,368 $(16,169)
======== ======== ======== ========
Earnings (loss) per common share:
Continuing operations................ $ .67 $ .44 $ 1.23 $ .61
Loss from discontinued operations.... (.03) (.98) (.11) (1.21)
Gain on sale of sportswear
discontinued operations............. -- -- -- .24
Cumulative effect of change in
accounting principle................ -- -- (.01) --
-------- -------- -------- --------
Net income (loss)...................... $ .64 $ (.54) $ 1.11 $ (.36)
======== ======== ======== ========
Average shares outstanding............. 45,489 45,474 45,492 45,455
======== ======== ======== ========
<CAPTION>
JUNE 30,
------------------
1995 1994
-------- --------
<S> <C> <C> <C> <C>
SUMMARY CONDENSED CONSOLIDATED BALANCE SHEETS:
ASSETS:
Cash and short-term investments........................ $173,469 $107,827
Other current assets................................... 250,275 288,290
Other non-current assets............................... 62,185 97,943
Property and equipment, net............................ 67,825 75,771
-------- --------
Total assets......................................... $553,754 $569,831
======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT:
Current liabilities.................................... $196,035 $223,394
Long-term debt......................................... 53,899 54,267
Other non-current liabilities.......................... 33,207 35,589
Shareholders' investment............................... 270,613 256,581
-------- --------
Total liabilities and shareholders' investment....... $553,754 $569,831
======== ========
</TABLE>
18
<PAGE>
Other Information. Although not part of the press release, set forth below is
unaudited summary pro forma financial information which reflects the summary
historical financial information for the year ended June 30, 1995 (included as
part of the press release) as adjusted to give effect to the purchase of
6,100,000 Shares in the Offer at a Purchase Price of $21.50 and $24.50, the
minimum and maximum possible Purchase Price in the Offer. Expenses related to
the Offer are estimated to be approximately $950,000. The unaudited summary pro
forma financial information assumes that the funds for the Shares were provided
from cash and short-term investments and does not reflect the short-term
borrowings that the Company anticipates will be required to fund the purchase
of Shares pursuant to the Offer. See Section 10. The summary consolidated
income statement gives effect to the purchase of Shares pursuant to the Offer
as if it had occurred at the beginning of the period presented, and the summary
consolidated balance sheets give effect to the purchase of Shares pursuant to
the Offer as if it had occurred as of the date of the balance sheets. The
assumed annualized interest rate used for pro forma income statement purposes
was 5.38% for the year ended June 30, 1995 and represents the average interest
rate experienced. The provision for income taxes has been adjusted based on the
appropriate statutory rates. The unaudited summary pro forma financial
information does not purport to be indicative of the results that would have
been obtained had the purchase of Shares in the Offer been completed at the
dates indicated or results that may be obtained in the future.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1995
-----------------------------
AT AT
$21.50 $24.50
PURCHASE PURCHASE
HISTORICAL PRICE PRICE
---------- -------- --------
(IN THOUSANDS, EXCEPT PER
SHARE AND RATIO DATA)
<S> <C> <C> <C>
SUMMARY CONDENSED CONSOLIDATED INCOME STATEMENT:
Net sales....................................... $665,099 $665,099 $665,099
Cost of products sold........................... 319,065 319,065 319,065
-------- -------- --------
346,034 346,034 346,034
Selling and administrative expenses............. 251,416 251,416 251,416
-------- -------- --------
Operating income................................ 94,618 94,618 94,618
Net interest expense............................ 725 7,755 8,740
-------- -------- --------
93,893 86,863 85,878
Income taxes.................................... 38,027 35,250 34,861
-------- -------- --------
Income from continuing operations............... 55,866 51,613 51,017
Discontinued operations:
Loss from operations, net of tax.............. (4,864) (4,864) (4,864)
Cumulative effect of change in accounting
principle.................................... (634) (634) (634)
-------- -------- --------
Net income...................................... $ 50,368 $ 46,115 $ 45,519
======== ======== ========
Earnings (loss) per common share:
Continuing operations......................... $ 1.23 $ 1.31 $ 1.30
Loss from discontinued operations............. (.11) (.12) (.12)
Cumulative effect of change in accounting
principle.................................... (.01) (.02) (.02)
-------- -------- --------
Net income...................................... $ 1.11 $ 1.17 $ 1.16
======== ======== ========
Average shares outstanding...................... 45,492 39,392 39,392
Dividends declared per common share............. $ .66 $ .66 $ .66
Ratio of earnings from continuing operations to
fixed charges.................................. 54.25 10.88 9.78
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
JUNE 30, 1995
----------------------------
AT AT
$21.50 $24.50
PURCHASE PURCHASE
HISTORICAL PRICE PRICE
---------- -------- --------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C> <C>
SUMMARY CONDENSED CONSOLIDATED BALANCE SHEETS:
ASSETS:
Cash and short-term investments................. $173,469 $ 41,369 $ 23,069
Other current assets............................ 250,275 250,275 250,275
Other non-current assets........................ 62,185 62,185 62,185
Property and equipment, net..................... 67,825 67,825 67,825
-------- -------- --------
Total assets.................................. $553,754 $421,654 $403,354
======== ======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT:
Current liabilities............................. $196,035 $196,035 $196,035
Long-term debt.................................. 53,899 53,899 53,899
Other non-current liabilities................... 33,207 33,207 33,207
Shareholders' investment........................ 270,613 138,513 120,213
-------- -------- --------
Total liabilities and shareholders'
investment................................... $553,754 $421,654 $403,354
======== ======== ========
Total assets less capitalized software development
costs and excess of cost of assets acquired over
book value....................................... $522,839 $390,739 $372,439
Working capital................................... 227,709 95,609 77,309
Total debt........................................ 54,254 54,254 54,254
Book value per common share....................... $ 5.95 $ 3.52 $ 3.05
</TABLE>
20
<PAGE>
Summary Historical Financial Information. The table below sets forth summary
historical financial information of the Company. The summary historical
financial information has been derived from the audited consolidated financial
statements of the Company as reported in the Company's Annual Report on Form
10-K for the year ended June 30, 1994 and the unaudited consolidated financial
statements of the Company as reported in the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995 and the Current Report on Form 8-K,
dated July 14, 1995. In the opinion of management, the unaudited financial
statements for the nine months ended March 31, 1995 and the nine months ended
March 31, 1994 reflect all adjustments necessary for a fair statement of the
results of operations for interim periods.
The Company's business is subject to seasonal variations due to the fact that
a significant percentage of the Company's sales occur during the school year.
As a result, the first quarter has typically been the smallest in terms of
sales and profitability because schools are not in session for most of the
quarter. Correspondingly, the fourth quarter has typically been the largest in
terms of sales and profitability. Although sales are seasonal, the Company's
selling, marketing and administrative expenses are not seasonal, since they
must be incurred in preparation for future sales. Accordingly, the results of
operations for any single quarter are not necessarily indicative of the results
for the full year.
The summary historical financial information should be read in conjunction
with, and is qualified in its entirety by reference to, the consolidated
financial statements and related notes included in the reports referred to
above. Copies of reports may be inspected or obtained from the Securities and
Exchange Commission (the "Commission") in the manner specified in "Additional
Information" below.
21
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
SUMMARY CONDENSED HISTORICAL FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED JUNE
MARCH 31, 30,
------------------ ------------------
1995 1994 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
SUMMARY CONSOLIDATED INCOME STATEMENT:
Net sales.............................. $394,684 $390,110 $649,869 $634,797
Cost of products sold.................. 184,355 180,171 313,755 310,417
-------- -------- -------- --------
210,329 209,939 336,114 324,380
Selling and administrative expenses.... 167,664 194,720 274,140 259,423
Restructuring charges.................. -- -- 8,500 40,153
-------- -------- -------- --------
Operating income....................... 42,665 15,219 53,474 24,804
Net interest expense................... 488 4,176 4,980 5,652
-------- -------- -------- --------
42,177 11,043 48,494 19,152
Income taxes........................... 16,784 3,526 20,540 10,655
-------- -------- -------- --------
Income from continuing operations...... 25,393 7,517 27,954 8,497
Discontinued operations:
Loss from operations, net of tax..... (3,225) (10,414) (55,110) (17,019)
Gain on sale of sportswear
discontinued operations, net of tax. -- 10,987 10,987 --
Cumulative effect of change in
accounting principle, net of tax.... (634) -- -- (4,150)
-------- -------- -------- --------
Net income (loss)...................... $ 21,534 $ 8,090 $(16,169) $(12,672)
======== ======== ======== ========
Earnings (loss) per common share:
Continuing operations................ $ .55 $ .17 $ .61 $ .19
Loss from discontinued operations.... (.07) (.23) (1.21) (.38)
Gain on sale of sportswear
discontinued operations............. -- .24 .24 --
Cumulative effect of change in
accounting principle................ (.01) -- -- (.09)
-------- -------- -------- --------
Net income (loss)...................... $ .47 $ .18 $ (.36) $ (.28)
======== ======== ======== ========
Average shares outstanding............. 45,493 45,446 45,455 45,328
Dividends declared per common share.... $ .44 $ .66 $ 1.10 $ .88
Ratio of earnings from continuing
operations to fixed charges........... 33.05 2.90 7.91 3.43
</TABLE>
See Notes to Summary Condensed Historical Financial Information.
22
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
SUMMARY CONDENSED HISTORICAL FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
----------------- -----------------
1995 1994 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
SUMMARY CONSOLIDATED BALANCE SHEETS:
ASSETS:
Cash and short-term investments.......... $ 65,906 $ 45,658 $107,827 $ 13,564
Other current assets..................... 361,622 349,520 288,290 388,022
Other assets............................. 87,171 129,803 97,943 122,976
Property and equipment, net.............. 70,824 75,161 75,771 88,888
-------- -------- -------- --------
Total assets........................... $585,523 $600,142 $569,831 $613,450
======== ======== ======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT:
Current liabilities...................... $236,607 $210,419 $223,394 $216,312
Long-term debt........................... 54,097 54,377 54,267 54,843
Other non-current liabilities............ 36,589 30,901 35,589 26,577
Shareholders' investment................. 258,230 304,445 256,581 315,718
-------- -------- -------- --------
Total liabilities and shareholders'
investment............................ $585,523 $600,142 $569,831 $613,450
======== ======== ======== ========
Total assets less capitalized software
development costs and excess of cost of
assets acquired over book value........... $513,558 $497,875 $492,738 $513,721
Working capital............................ 190,921 184,759 172,723 185,274
Total debt................................. 54,407 54,854 54,762 55,337
Book value per common share................ $ 5.67 $ 6.70 $ 5.64 $ 6.95
</TABLE>
See Notes to Summary Condensed Historical Financial Information.
23
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
NOTES TO SUMMARY CONDENSED HISTORICAL FINANCIAL INFORMATION
DISCONTINUED OPERATIONS
The summary consolidated income statement presented has been adjusted to
reclassify the Company's JLC business (including the Wicat computer-based
aviation training division, which the Company retains but intends to sell) and
the Company's sportswear business as discontinued operations. In June 1995, the
Company sold JLC, its curriculum software subsidiary, to a group led by Bain
Capital, Inc. for $50 million in cash, a $36 million note maturing in eight
years and a separate $4 million note convertible into 19% of the equity of JLC,
subject to dilution in certain events, which resulted in a deferred gain. In
January 1994, the Company sold its sportswear business to a subsidiary of Fruit
of the Loom, Inc. for $46.7 million in cash, which resulted in a gain of
approximately $11 million on an after tax basis.
The table below summarizes the revenues, tax benefits, assets and liabilities
for these discontinued operations for the periods indicated (in millions):
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
MARCH 31, JUNE 30,
------------ -------------
1995 1994 1994 1993
----- ------ ------ ------
<S> <C> <C> <C> <C>
Net Sales...................................... $89.9 $167.4 $229.6 $284.4
Income Tax Benefits............................ $ 1.1 $ 5.5 $ 28.5 $ 10.9
Assets......................................... $95.6 $155.3 $120.0 $246.8
Liabilities.................................... $53.7 $ 42.4 $ 68.9 $ 76.2
</TABLE>
RATIO OF EARNINGS FROM CONTINUING OPERATIONS TO FIXED CHARGES
The ratios of earnings from continuing operations to fixed charges were
computed by dividing earnings from continuing operations before fixed charges
by the fixed charges. Earnings consist of income from continuing operations
before income taxes plus fixed charges. Fixed charges consist of interest
expense and the estimated interest portion of rent expense.
DIVIDENDS PER COMMON SHARE
The dividends per common share for the nine months ended March 31, 1995 and
1994 of $.44 and $.66 per share, respectively, represent dividends declared.
The difference between the 1995 and 1994 amounts is due to the timing of
dividend declarations. Dividends paid for both periods were $.66 per share. The
dividends per common share for the years ended June 30, 1994 and 1993 of $1.10
and $.88 per share, respectively, represent dividends declared. The difference
between the 1994 and 1993 amounts is due to the timing of dividend
declarations. Dividends paid for both periods were $.88 per share.
RESTRUCTURING CHARGES
Fiscal 1994:
The restructuring charge taken in 1994 for continuing operations totaled $8.5
million. The charge related to reduced headcount in the Company's general and
administrative functions. Prior to the reclassification of JLC as a
discontinued operation, the restructuring charge taken in 1994 also included
$60.9 million related to JLC. The portion of the restructuring charge related
to JLC has been reclassified as part of discontinued operations.
Fiscal 1993:
The restructuring charge taken in 1993 for continuing operations totaled
$40.2 million. Prior to the reclassification of JLC as a discontinued
operation, the 1993 restructuring charge also included $10.4 million related to
that business. This $10.4 million was reclassified as part of discontinued
operations.
24
<PAGE>
Summary Unaudited Pro Forma Financial Information. The following summary
unaudited pro forma financial information sets forth the summary historical
financial information of the Company as adjusted to give effect to the purchase
of 6,100,000 Shares in the Offer at a Purchase Price of $21.50 per Share and at
a Purchase Price of $24.50 per Share, the minimum and maximum possible Purchase
Prices in the Offer. Expenses related to the Offer are estimated to be
approximately $950,000. The summary consolidated income statement gives effect
to the purchase of Shares pursuant to the Offer as if it had occurred at the
beginning of the period presented. The summary consolidated balance sheets give
effect to the purchase of Shares pursuant to the Offer as if it had occurred as
of the date of the respective balance sheets. The summary unaudited pro forma
financial information does not purport to be indicative of the results that
would have been obtained had the purchase of Shares in the Offer been completed
at the dates indicated or results that may be obtained in the future. The
summary unaudited pro forma financial information should be read in conjunction
with the summary historical financial information and accompanying notes.
25
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
SUMMARY CONDENSED UNAUDITED PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31,
1995
-----------------------------
AT AT
$21.50 $24.50
PURCHASE PURCHASE
HISTORICAL PRICE PRICE
---------- -------- --------
<S> <C> <C> <C>
SUMMARY CONSOLIDATED INCOME STATEMENT:
Net sales....................................... $394,684 $394,684 $394,684
Cost of products sold........................... 184,355 184,355 184,355
-------- -------- --------
210,329 210,329 210,329
Selling and administrative expenses............. 167,664 167,664 167,664
-------- -------- --------
Operating income................................ 42,665 42,665 42,665
Net interest expense............................ 488 5,584 6,296
-------- -------- --------
42,177 37,081 36,369
Income taxes.................................... 16,784 14,771 14,490
-------- -------- --------
Income from continuing operations............... 25,393 22,310 21,879
Discontinued operations:
Loss from operations, net of tax.............. (3,225) (3,225) (3,225)
Cumulative effect of change in accounting
principle, net of tax........................ (634) (634) (634)
-------- -------- --------
Net income...................................... $ 21,534 $ 18,451 $ 18,020
======== ======== ========
Earnings (loss) per common share:
Continuing operations......................... $ .55 $ .57 $ .56
Loss from discontinued operations............. (.07) (.08) (.08)
Cumulative effect of change in accounting
principle.................................... (.01) (.02) (.02)
-------- -------- --------
Net income...................................... $ .47 $ .47 $ .46
======== ======== ========
Average shares outstanding...................... 45,493 39,393 39,393
Dividends declared per common share............. $ .44 $ .44 $ .44
Ratio of earnings from continuing operations to
fixed charges.................................. 33.05 6.78 6.11
</TABLE>
See Notes to Summary Condensed Unaudited Pro Forma Financial Information.
26
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
SUMMARY CONDENSED UNAUDITED PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, 1995
----------------------------
AT AT
$21.50 $24.50
PURCHASE PURCHASE
HISTORICAL PRICE PRICE
---------- -------- --------
<S> <C> <C> <C>
SUMMARY CONSOLIDATED BALANCE SHEETS:
ASSETS:
Cash and short-term investments................. $ 65,906 $ -- $ --
Other current assets............................ 361,622 361,622 361,622
Other assets.................................... 87,171 87,171 87,171
Property and equipment, net..................... 70,824 70,824 70,824
-------- -------- --------
Total assets.................................. $585,523 $519,617 $519,617
======== ======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT:
Current liabilities............................. $236,607 $302,801 $321,101
Long-term debt.................................. 54,097 54,097 54,097
Other non-current liabilities................... 36,589 36,589 36,589
Shareholders' investment........................ 258,230 126,130 107,830
-------- -------- --------
Total liabilities and shareholders'
investment................................... $585,523 $519,617 $519,617
======== ======== ========
Total assets less capitalized software development
costs and excess of cost of assets acquired over
book value....................................... $513,558 $447,652 $447,652
Working capital................................... 190,921 58,821 40,521
Total debt........................................ 54,407 120,601 138,901
Book value per common share....................... $ 5.68 $ 3.20 $ 2.74
</TABLE>
See Notes to Summary Condensed Unaudited Pro Forma Financial Information.
27
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
SUMMARY CONDENSED UNAUDITED PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO DATA)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1994
-----------------------------
AT AT
$21.50 $24.50
PURCHASE PURCHASE
HISTORICAL PRICE PRICE
---------- -------- --------
<S> <C> <C> <C>
SUMMARY CONSOLIDATED INCOME STATEMENT:
Net sales....................................... $649,869 $649,869 $649,869
Cost of products sold........................... 313,755 313,755 313,755
-------- -------- --------
336,114 336,114 336,114
Selling and administrative expenses............. 274,140 274,140 274,140
Restructuring charges........................... 8,500 8,500 8,500
-------- -------- --------
Operating income................................ 53,474 53,474 53,474
Net interest expense............................ 4,980 9,336 9,951
-------- -------- --------
48,494 44,138 43,523
Income taxes.................................... 20,540 18,819 18,576
-------- -------- --------
Income from continuing operations............... 27,954 25,319 24,947
Discontinued operations:
Loss from operations, net of tax.............. (55,110) (55,110) (55,110)
Gain on sale of sportswear discontinued
operations, net of tax....................... 10,987 10,987 10,987
-------- -------- --------
Net loss........................................ $(16,169) $(18,804) $(19,176)
======== ======== ========
Earnings (loss) per common share:
Continuing operations......................... $ .61 $ .64 $ .63
Loss from discontinued operations............. (1.21) (1.40) (1.40)
Gain on sale of sportswear discontinued
operations................................... .24 .28 .28
-------- -------- --------
Net loss........................................ $ (.36) $ (.48) $ (.49)
======== ======== ========
Average shares outstanding...................... 45,455 39,355 39,355
Dividends declared per common share............. $ 1.10 $ 1.10 $ 1.10
Ratio of earnings from continuing operations to
fixed charges.................................. 7.91 4.88 4.63
</TABLE>
See Notes to Summary Condensed Unaudited Pro Forma Financial Information.
28
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
SUMMARY CONDENSED UNAUDITED PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, 1994
----------------------------
AT AT
$21.50 $24.50
PURCHASE PURCHASE
HISTORICAL PRICE PRICE
---------- -------- --------
<S> <C> <C> <C>
SUMMARY CONSOLIDATED BALANCE SHEETS:
ASSETS:
Cash and short-term investments................. $107,827 $ -- $ --
Other current assets............................ 288,290 288,290 288,290
Other assets.................................... 97,943 97,943 97,943
Property and equipment, net..................... 75,771 75,771 75,771
-------- -------- --------
Total assets.................................. $569,831 $462,004 $462,004
======== ======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT:
Current liabilities............................. $223,394 $247,667 $265,967
Long-term debt.................................. 54,267 54,267 54,267
Other non-current liabilities................... 35,589 35,589 35,589
Shareholders' investment........................ 256,581 124,481 106,181
-------- -------- --------
Total liabilities and shareholders'
investment................................... $569,831 $462,004 $462,004
======== ======== ========
Total assets less capitalized software development
costs and excess of cost of assets acquired over
book value....................................... $492,738 $384,911 $384,911
Working capital................................... 172,723 40,623 22,323
Total debt........................................ 54,762 79,035 97,335
Book value per common share....................... $ 5.64 $ 3.16 $ 2.70
</TABLE>
See Notes to Summary Condensed Unaudited Pro Forma Financial Information.
29
<PAGE>
JOSTENS, INC. AND SUBSIDIARIES
NOTES TO SUMMARY CONDENSED UNAUDITED PRO FORMA FINANCIAL INFORMATION
The summary unaudited pro forma consolidated income statements assume that
the purchase of Shares pursuant to the Offer had occurred as of the first day
of the period presented. These income statements also assume that the funds for
the purchase of Shares was provided, first, from cash and short-term
investments and, second, from short-term borrowings funded through the issuance
of commercial paper. The assumed annualized interest rates used for pro forma
income statement purposes were 5.2% and 3.36% for the nine months ended March
31, 1995 and the year ended June 30, 1994, respectively, and represent the
average interest rates experienced for the periods presented with respect to
the Company's short-term investments (consisting principally of commercial
paper) and commercial paper issued. Interest expense for the periods ended
March 31, 1995 and June 30, 1994 would have been $6.2 million and $12.6
million, respectively, using the current prevailing rate of 5.85% and a
purchase price of $21.50. Interest expense using a purchase price of $24.50
would have been $7.0 million and $13.6 million for the periods ended March 31,
1995 and June 30, 1994, respectively, using the current prevailing rate of
5.85%. The provision for income taxes has been adjusted based on the
appropriate statutory rates.
The unaudited pro forma summary consolidated balance sheets assume that the
purchase of Shares occurred as of the balance sheet dates. These balance sheets
also assume the funds for the purchase of Shares was provided by $65.9 million
and $107.8 million of short-term investments as of March 31, 1995 and June 30,
1994 respectively, which were available as of the balance sheet dates, with the
balance provided from short-term borrowings funded through the issuance of
commercial paper.
30
<PAGE>
Additional information. The Company is subject to the informational
requirements of the Exchange Act and, in accordance therewith, files periodic
reports, proxy statements and other information with the Commission. The
Company is required to disclose in such proxy statements certain information,
as of particular dates, concerning the Company's directors and executive
officers, their remuneration, stock options granted to them, the principal
holders of the Company's securities and any material interest of such persons
in transactions with the Company. The Company has also filed an Issuer Tender
Offer Statement on Schedule 13E-4 with the Commission which includes certain
additional information relating to the Offer.
Such material can be inspected and copied at the public reference facilities
of the Commission located at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its regional offices located at 7 World Trade Center, 13th
Floor, New York, New York 10048, and the Northwestern Atrium Center, 500 West
Madison, Suite 1400, Chicago, Illinois 60661. Reports, proxy materials and
other information about the Company should also be available at the offices of
the NYSE, 20 Broad Street, New York, New York 10005. Copies may also be
obtained by mail, upon payment of the Commission's customary fees by writing to
the Commission's Public Reference Section at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company's Schedule 13E-4 will not be available at
the Commission's regional offices.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT
The Company's purchase of Shares pursuant to the Offer will reduce the number
of Shares that might otherwise trade publicly and is likely to reduce the
number of shareholders. Nonetheless, the Company anticipates that there will
still be a sufficient number of Shares outstanding and publicly traded
following the Offer to ensure a continued trading market in the Shares. Based
on the published guidelines of the NYSE, the Company does not believe that its
purchase of Shares pursuant to the Offer will cause its remaining Shares to be
delisted from such exchange.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. The Company believes that,
following the purchase of Shares pursuant to the Offer, the Shares will
continue to be "margin securities" for purposes of the Federal Reserve Board's
margin regulations.
The Shares are registered under the Exchange Act, which requires, among other
things, that the Company furnish certain information to its shareholders and to
the Commission and comply with the Commission's proxy rules in connection with
meetings of the Company's shareholders. The Company believes that its purchase
of Shares pursuant to the Offer will not result in the Shares becoming eligible
for deregistration under the Exchange Act.
13. CERTAIN LEGAL MATTERS; REGULATORY AND FOREIGN APPROVALS
The Company is not aware of any license or regulatory permit that appears to
be material to its business that might be adversely affected by its acquisition
of Shares as contemplated in the Offer or of any approval or other action by
any governmental, administrative or regulatory authority or agency, domestic or
foreign, that would be required for the Company's acquisition or ownership of
Shares as contemplated by the Offer. Should any such approval or other action
be required, the Company currently contemplates that it will seek such approval
or other action. The Company cannot predict whether it may determine that it is
required to delay the acceptance for payment of, or payment for, Shares
tendered pursuant to the Offer pending the outcome of any such matter. There
can be no assurance that any such approval or other action, if needed, would be
obtained or would be obtained without substantial conditions or that the
failure to obtain any such approval or other action might not result in adverse
consequences to the Company's business. The Company's obligations under the
Offer to accept for payment and pay for Shares are subject to certain
conditions. See Section 6.
31
<PAGE>
14. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The discussion set forth below of the U.S. federal income tax consequences of
participating in the Offer is for general information only and does not purport
to consider all aspects of federal income taxation that may be relevant to
shareholders. The consequences to any particular shareholder may differ
depending upon that shareholder's own circumstances and tax position. In
addition, certain types of shareholders (including financial institutions, tax-
exempt organizations, foreign persons and persons who acquired their Shares
upon the exercise of employee stock options or otherwise as compensation) may
be subject to special rules. The discussion does not consider the effect of any
applicable foreign, state or local tax laws. SHAREHOLDERS ARE URGED TO CONSULT
THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE OFFER TO SUCH
SHAREHOLDER, INCLUDING THE APPLICATION OF STATE, LOCAL AND FOREIGN TAX LAWS.
For purposes of this discussion, shareholders are assumed to hold their
Shares as capital assets (generally, property held for investment).
The sale of Shares pursuant to the Offer will be a taxable transaction, the
consequences of which will be determined under the stock redemption rules of
Section 302 of the Internal Revenue Code of 1986, as amended (the "Code").
Under those rules, the entire cash proceeds received by a shareholder for his
Shares pursuant to the Offer will be treated as a distribution taxable as a
dividend (to the extent of the Company's available "earnings and profits"),
without regard to gain or loss realized, unless the particular shareholder
satisfies one of the three tests described below. Amounts includable in income
as a dividend will not be reduced by the shareholder's basis in the Shares
purchased pursuant to the Offer and (except as described below for corporate
holdings eligible for the dividends received deduction) the shareholder's basis
in those Shares will be added to the shareholder's basis in the remaining
Shares. If any of the tests described below are satisfied, the shareholder will
recognize capital gain or loss equal to the difference between the cash
proceeds received for the Shares pursuant to the Offer and the tax basis of
such Shares. Any such gain or loss will be long-term capital gain or loss if
the Shares sold pursuant to the Offer have been held for more than one year.
Under Section 302 the entire proceeds received from the sale of Shares
pursuant to the Offer will be treated as a distribution unless the sale (a)
results in a "complete redemption" of the shareholder's stock in the Company,
(b) is "substantially disproportionate" with respect to the shareholder, or (c)
is "not essentially equivalent to a dividend" with respect to the shareholder.
In determining whether any of these tests is satisfied, a shareholder must take
into account both Shares actually owned by such shareholder and any Shares
considered as owned by such shareholder by reason of certain constructive
ownership rules set forth in Section 318 of the Code. Under these rules a
shareholder generally will be considered to own Shares that such shareholder
has the right to acquire through the exercise of an option or warrant, Shares
owned (and, in some cases, constructively owned) by certain members of such
shareholder's family and by certain entities (such as corporations,
partnerships, trusts and estates) in which such shareholder, a member of such
shareholder's family or a related entity has an interest and, in the case of
shareholders that are entities, Shares owned by certain individuals or entities
that have an interest in such shareholder.
A sale of Shares pursuant to the Offer will result in a "complete redemption"
of a shareholder's stock in the Company if, pursuant to the Offer, the Company
purchases all of the Shares actually and constructively owned by the
shareholder and the shareholder holds no other stock of the Company. If the
shareholder's sale of Shares pursuant to the Offer includes all Shares actually
owned by the shareholder but the shareholder continues to constructively own
Shares held by family members, such shareholder may qualify for "complete
redemption" treatment if such shareholder is eligible to elect and properly
elects waiver of the constructive ownership rules regarding attribution from
family members. Shareholders in this position should consult their tax advisors
as to the availability of such an election.
32
<PAGE>
The sale of Shares pursuant to the Offer will be "substantially
disproportionate" with respect to a shareholder if, immediately after the sale
pursuant to the Offer, such shareholder's actual and constructive percentage
ownership of Shares is less than 80% of the shareholder's actual and
constructive percentage ownership of Shares immediately before the purchase of
Shares pursuant to the Offer.
In order for the sale of Shares by a shareholder pursuant to the Offer to
qualify as "not essentially equivalent to a dividend," the shareholder must
experience a "meaningful reduction" in the shareholder's proportionate interest
in the Company as a result of such sale, taking into account the constructive
ownership rules. The Internal Revenue Service has held in a published ruling
that, under the particular facts of that ruling, a very small reduction in the
percentage stock ownership of a shareholder constituted a "meaningful
reduction" when the shareholder owned an insignificant percentage of the
corporation's stock before and after a redemption and did not exercise any
control over corporate affairs. Shareholders seeking to rely on this test
should consult their tax advisors as to the application of this standard to
their particular situations.
Shareholders should be aware that their ability to satisfy any of the
foregoing tests may be affected by any proration pursuant to the Offer. While
not free from doubt, it is possible that an acquisition or disposition of
Shares (including market purchases and sales) substantially contemporaneous
with the Offer will be taken into account in determining whether any of the
three tests described above is satisfied.
If none of the tests described above are satisfied with respect to a
shareholder, such shareholder's receipt of cash for Shares pursuant to the
Offer will be treated as a distribution, taxable as a dividend to the extent of
the Company's available "earnings and profits." Any cash received in excess of
such earnings and profits will be treated, first, as a non-taxable return of
capital to the extent of the shareholder's basis in all of such shareholder's
Shares, and, thereafter, as a capital gain to the extent it exceeds the
shareholder's basis. The Company anticipates, but there can be no assurance,
that its available earnings and profits will be such that all amounts treated
as a distribution will be taxed as a dividend.
Any income that is treated as a dividend pursuant to the rules described
above will be eligible for the 70% dividends received deduction generally
allowable to corporate shareholders under Section 243 of the Code, subject to
applicable limitations, including those relating to "debt-financed portfolio
stock" under Section 246A of the Code and to the 45-day holding period
requirement of Section 246 of the Code. Also, since it is expected that
purchases pursuant to the Offer will not be pro rata as to all shareholders,
any amount treated as a dividend to a corporate shareholder will constitute an
"extraordinary dividend" subject to the provisions of Section 1059 of the Code
(except as may otherwise be provided in regulations yet to be promulgated by
the Treasury Department). Under Section 1059, a corporate shareholder must
reduce the tax basis in all of such shareholder's stock (but not below zero) by
the portion of any "extraordinary dividend" that is an allowable deduction
under the dividends received deduction rules, and, if such portion exceeds the
shareholder's tax basis for the stock, the shareholder must treat any such
excess as additional gain on the subsequent sale or other disposition of such
Shares.
In addition, corporate shareholders should be aware that the aggregation
rules of Section 1059 may require that other dividends received by the
shareholder on the stock of the Company be treated as an additional part of the
extraordinary dividend unless the two-year holding period discussed below is
satisfied. Generally, a dividend with respect to a share of common stock is
deemed "extraordinary" when it exceeds 10% of a corporate taxpayer's adjusted
basis in that share of stock. In determining whether this threshold percentage
limitation is met, all dividends that are received by a taxpayer with respect
to any share of stock and that have ex-dividend dates within the same period of
85 consecutive days are treated as one dividend. Additionally, all dividends
that are received by a taxpayer with respect
33
<PAGE>
to any share of stock and that have ex-dividend dates within the same period of
365 consecutive days are treated as extraordinary dividends if the total of
these dividends exceeds 20% of the taxpayer's adjusted basis in that share of
stock. All dividends paid on the shares of stock held by corporate shareholders
within either aggregation period (including dividends deemed received by such
shareholders upon sales pursuant to the Offer) will be counted in determining
whether such dividends amount to an extraordinary dividend, unless the two-year
holding period requirement discussed below is satisfied. In determining whether
a dividend paid is an extraordinary dividend, a shareholder may under certain
circumstances elect to use the fair market value of the stock rather than its
basis for purposes of determining whether the 10% or 20% threshold is met.
Except with respect to amounts paid in connection with non-pro rata redemptions
(such as those pursuant to the Offer) and also treated as dividends, no basis
reduction is generally required in the case of an otherwise extraordinary
dividend received with respect to stock of a corporation where the stock was
held by the selling shareholder for more than two years as of the earlier of
the date on which the payment of such dividend is announced, declared, or
agreed to. Corporate shareholders should consult their tax advisors as to the
application of Section 1059 of the Code to the Offer.
Corporate shareholders also should be aware that legislation has been
introduced in the United States House of Representatives which, if enacted in
its current form, would generally treat any non-pro rata redemption of Shares
that is otherwise eligible for the dividends-received deduction as a sale of
the Shares rather than as a dividend. It is impossible to predict whether this
or similar legislation will be enacted. Corporate shareholders should consult
their own tax advisors concerning possible legislation affecting their ability
to claim a dividends-received deduction in connection with the Offer.
For a discussion of certain withholding tax consequences to tendering
shareholders, see Section 3.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. EACH SHAREHOLDER IS URGED TO CONSULT SUCH SHAREHOLDER'S OWN
TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH SHAREHOLDER
(INCLUDING THE APPLICABILITY AND EFFECT OF THE CONSTRUCTIVE OWNERSHIP RULES AND
FOREIGN, STATE AND LOCAL TAX LAWS) OF THE SALE OF SHARES PURSUANT TO THE OFFER.
15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion, at any time
or from time to time, to extend the period of time during which the Offer is
open by giving oral or written notice of such extension to the Depositary,
followed by a public announcement thereof no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Time. There can be no assurance that the Company will exercise its right to
extend the Offer. During any such extension, all Shares previously tendered and
not accepted for payment or withdrawn will remain subject to the Offer and may
be accepted for payment by the Company, except to the extent that such Shares
may be withdrawn as set forth in Section 4.
The Company also expressly reserves the right, in its sole discretion, (i)
upon the occurrence of any of the conditions specified in Section 6, (A) to
delay payment for any Shares not theretofore paid for or (B) to terminate the
Offer and not to accept for payment any Shares not theretofore accepted for
payment, or (ii) at any time or from time to time, to amend the Offer in any
respect, including increasing or decreasing the number of Shares the Company
may purchase or the range of prices it may pay pursuant to the Offer.
Any such extension, delay, termination or amendment will be followed as
promptly as practicable by a public announcement thereof. Without limiting the
manner in which the Company may choose to
34
<PAGE>
make any public announcement, except as provided by applicable law (including
Rule 13e-4(e)(2) of the Exchange Act), the Company shall have no obligation to
publish, advertise or otherwise communicate any such public announcement other
than by making a release to the Dow Jones News Service.
If the Company makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules 13e-
4(d)(2) and 13e-4(e)(2) under the Exchange Act, which require that the minimum
period during which an offer must remain open following material changes in the
terms of the offer or information concerning the offer (other than a change in
price, a change in dealer's soliciting fee, or a change in percentage of
securities sought) will depend upon the facts and circumstances, including the
relative materiality of such terms or information. In a published release, the
Commission has stated that in its view an offer should remain open for a
minimum of five business days from the date that notice of such a material
change is first published, sent or given. The Company confirms that its
reservation of the right to delay payment for Shares which it has accepted for
payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires
that an issuer pay the consideration offered or return the tendered securities
promptly after the termination or withdrawal of a tender offer. If (i) the
Company increases or decreases the price to be paid for Shares, the Company
increases or decreases the Dealer Managers' soliciting fee, the Company
increases the number of Shares being sought and such increase in the number of
Shares being sought exceeds 2% of the outstanding Shares, or the Company
decreases the number of Shares being sought, and (ii) the Offer is scheduled to
expire at any time earlier than the expiration of a period ending on the tenth
business day from, and including, the date that notice of such increase or
decrease is first published, sent or given, the Offer will be extended until
the expiration of such period of ten business days.
16. FEES AND EXPENSES
The Company has retained Goldman, Sachs & Co. as the Dealer Managers in
connection with the Offer. The Dealer Managers may contact shareholders by
mail, telephone, telex, telegraph and personal interviews and may request
brokers, dealers and other nominee shareholders to forward materials relating
to the Offer to beneficial owners. The Dealer Managers will receive, in the
aggregate, a fee of $0.10 per Share purchased pursuant to the Offer. The
Company will also reimburse the Dealer Managers for their reasonable out-of-
pocket expenses relating to the Offer, including the reasonable fees and
expenses of their counsel. The Company has agreed to indemnify the Dealer
Managers against certain liabilities in connection with the Offer, including
certain liabilities under the federal securities laws.
The Company has retained Morrow & Co. as Information Agent and Norwest Bank
Minnesota, N.A. as Depositary in connection with the Offer. The Information
Agent may contact shareholders by mail, telephone, telex, telegraph and
personal interviews, and may request brokers, dealers and other nominee
shareholders to forward materials relating to the Offer to beneficial owners.
The Information Agent and the Depositary will receive reasonable and customary
compensation for their services. The Company will also reimburse the
Information Agent and the Depositary for out-of-pocket expenses, including
reasonable attorneys' fees, and has agreed to indemnify the Information Agent
and the Depositary against certain liabilities in connection with the Offer,
including certain liabilities under the federal securities laws. Neither the
Information Agent nor the Depositary has been retained to make solicitations or
recommendations in connection with the Offer.
The Company will not pay fees or commissions to any broker, dealer,
commercial bank, trust company or other person (other than the Dealer Managers)
for soliciting any Shares pursuant to the Offer. The Company will, however, on
request, reimburse such persons for customary handling and mailing expenses
incurred in forwarding materials in respect of the Offer to the beneficial
owners for which they act as nominees. No such broker, dealer, commercial bank
or trust company has been
35
<PAGE>
authorized to act as the Company's agent for purposes of the Offer. The Company
will pay (or cause to be paid) any stock transfer taxes on its purchase of
Shares, except as otherwise provided in Instruction 7 of the Letter of
Transmittal.
17. MISCELLANEOUS
The Offer is being made to all holders of Shares. The Company is not aware of
any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If the Company becomes aware
of any valid state statute prohibiting the making of the Offer, the Company
will make a good faith effort to comply with such statute. If, after such good
faith effort, the Company cannot comply with such statute, the Offer will not
be made to, nor will tenders be accepted from or on behalf of, holders of
Shares in such state. In those jurisdictions whose securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of the Company by the Dealer
Managers.
Jostens, Inc.
August 4, 1995
36
<PAGE>
SCHEDULE I
CERTAIN TRANSACTIONS INVOLVING SHARES
Set forth below is a list of all transactions in the Shares by the Company
and directors and executive officers of the Company since June 8, 1995.
<TABLE>
<CAPTION>
TRADE
NAME DATE NUMBER OF SHARES PRICE PER SHARE
---- -------- ---------------- ---------------
<S> <C> <C> <C>
Lilyan H. Affinito.............. July 10 640(1) $20.38
William A. Andres............... July 10 619(1) $20.38
Orville E. Fisher, Jr........... June 8 27.75(2) $20.04
July 7 12.87(2) $21.55
Mannie L. Jackson............... July 10 530(1) $20.38
John L. Jones................... June 8 28.56(2) $20.04
July 7 14.86(2) $21.55
Gregory S. Lea.................. June 8 17.40(2) $20.04
July 7 16.18(2) $21.55
Rick Prather.................... June 8 18.73(2) $20.04
July 7 6.87(2) $21.55
Charles W. Schmid............... June 8 26.53(2) $20.04
July 7 24.67(2) $21.55
August 2 8,000(3) $22.75
G. Nichols Simonds.............. June 8 21.34(2) $20.04
July 7 17.00(2) $21.55
August 2 14,126(3) $22.75
August 2 3,140(4) $22.75
Jack Thornton................... June 8 20.76(2) $20.44
July 7 9.28(2) $21.55
August 2 22,080(3) $22.75
August 2 4,907(4) $22.75
</TABLE>
- --------
(1) Credited to the deferred stock account on behalf of the named director
pursuant to the Directors Deferred Compensation Plan.
(2) Purchased on behalf of the named officer and allocated to his matching
account under the Retirement Savings Plan.
(3) Options to purchase Shares granted pursuant to the 1992 Stock Incentive
Plan.
(4) Performance Share Units granted under the Special Equity Performance Plan
pursuant to the 1992 Stock Incentive Plan.
S-1
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted. The Letter of
Transmittal and certificates for the Shares and any other required documents
should be sent or delivered by each shareholder or such shareholder's broker,
dealer, commercial bank, trust company or other nominee to the Depositary at
its address set forth below:
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, N.A.
Facsimile Transmission:
(612) 450-4163
Confirm by Telephone:
(612) 450-4185
By Mail: By Hand: By Overnight Courier:
Norwest Shareowner Norwest Shareowner Services
Services Norwest Shareowner Services
161 North Concord Exchange 161 North Concord
P.O. Box 418 2nd Floor Exchange
South St. Paul, MN South St. Paul, MN 55075 Stock Transfer
55075-0418 Department
or South St. Paul, MN
55075
Norwest Trust Company of New York
3 New York Plaza
15th Floor
New York, NY 10004
Any questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent, at the telephone number and
address below, or to the Dealer Managers, at the telephone number and address
below. You may also contact your broker, dealer, commercial bank or trust
company for assistance concerning the Offer. To confirm delivery of your
Shares, you are directed to contact the Depositary.
The Information Agent for the Offer is:
MORROW & CO.
909 Third Avenue
20th Floor
New York, New York 10022
Banks and Brokers Call Toll Free:
(800) 662-5200
ALL OTHERS CALL TOLL FREE:
(800) 566-9061
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
In New York State: (212) 902-1000 (collect)
Other Areas: (800) 323-5678 (toll free)
August 4, 1995
<PAGE>
Exhibit 99(a)(2)
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
JOSTENS, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 4, 1995
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, N.A.
By Mail: Facsimile Transmission: By Overnight Courier:
Norwest Shareowner (612) 450-4163 Norwest Shareowner
Services Confirm by Telephone: Services
P.O. Box 418 (612) 450-4185 161 North Concord
South St. Paul, MN 55075- Exchange
0418 Stock Transfer Department
South St. Paul, MN 55075
By Hand:
Norwest Shareowner Norwest Trust Company
Services of New York
161 North Concord or 3 New York Plaza
Exchange 15th Floor
2nd Floor New York, NY 10004
South St. Paul, MN 55075
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- --------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN EXACTLY AS NAME(S) (ATTACH ADDITIONAL LIST IF NECESSARY)
APPEAR(S) ON CERTIFICATE(S))
- --------------------------------------------------------------------------------
CERTIFICATE TOTAL NUMBER NUMBER OF
NUMBER(S)* OF SHARES SHARES
REPRESENTED TENDERED**
BY
CERTIFICATE(S)*
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
TOTAL SHARES:
- --------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which Shares
are to be purchased in the event of proration.*** (Attach additional
signed list if necessary.)
See Instruction 17
1st: ; 2nd: ; 3rd: ; 4th:
*Need not be completed by shareholders delivering Shares by book-entry
transfer.
**Unless otherwise indicated, it will be assumed that all Shares
represented by each Share Certificate delivered to the Depositary are
being tendered hereby. See Instruction 4.
***If you do not designate an order, then in the event less than all Shares
tendered are purchased due to proration, Shares will be selected for
purchase by the Depositary. See Instruction 17.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 A.M., NEW
YORK CITY TIME, ON FRIDAY, SEPTEMBER 1, 1995, UNLESS THE OFFER IS EXTENDED.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 7 BELOW. PLEASE READ THE INSTRUCTIONS
SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY WILL NOT
BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY.
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
("DTC"), Midwest Securities Trust Company ("MSTC") or Philadelphia Depository
Trust Company ("PDTC") (hereinafter collectively referred to as the "Book-Entry
Transfer Facilities") pursuant to the procedures set forth in Section 3 of the
Offer to Purchase (as defined below). This Letter of Transmittal may be used
for Shares credited to accounts in the Company's Dividend Reinvestment Plan
(see box entitled "Dividend Reinvestment Plan Shares"), but this Letter of
Transmittal may not be used for Shares credited to accounts in the Company's
Employee Stock Purchase Plan or 401(k) Retirement Savings Plan. See
Instructions 14, 15 and 16.
Shareholders who cannot deliver their Shares and all other documents required
hereby to the Depositary by the Expiration Time (as defined in the Offer to
Purchase) must tender their Shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
Delivery of documents to the Company or to a Book-Entry Transfer Facility does
not constitute a valid delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution _______________________________________________
Check Applicable Box: [_] DTC [_] MSTC [_] PDTC
Account No. _________________________________________________________________
Transaction Code No. ________________________________________________________
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s) _____________________________________________
Date of Execution of Notice of Guaranteed Delivery __________________________
Name of Institution that Guaranteed Delivery ________________________________
If delivery is by book-entry transfer:
Name of Tendering Institution _______________________________________________
Account No. at [_] DTC [_] MSTC [_] PDTC
Transaction Code No. ________________________________________________________
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Jostens, Inc., a Minnesota corporation (the
"Company"), the above-described shares of its Common Stock, par value $.33 1/3
per share (the "Shares") (including the associated Common Stock Purchase Rights
(the "Rights")), at the price per Share indicated in this Letter of
Transmittal, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 4, 1995 (the "Offer
to Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together constitute the "Offer"). Unless the Rights are
redeemed by the Company or become separately tradeable prior to the Expiration
Time (as defined in the Offer to Purchase, a tender of Shares will also
constitute a tender of the associated Rights. Unless the context otherwise
requires, all references to Shares shall include the associated Rights.
Subject to, and effective upon, acceptance for payment of and payment for the
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to all the Shares that are being tendered
hereby or orders the registration of such Shares tendered by book-entry
transfer that are purchased pursuant to the Offer to or upon the order of the
Company and hereby irrevocably constitutes and appoints the Depositary the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest), to (a) deliver certificates
for such Shares, or transfer ownership of such Shares on the account books
maintained by any of the Book-Entry Transfer Facilities, together, in any such
case, with all accompanying evidences of transfer and authenticity, to or upon
the order of the Company upon receipt by the Depositary, as the undersigned's
agent, of the Purchase Price (as defined below) with respect to such Shares,
(b) present certificates for such Shares for cancellation and transfer on the
books of the Company, and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares, all in accordance with the terms
of the Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and that, when and to the extent the same are accepted for payment by
the Company, the Company will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer thereof, and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered hereby.
The undersigned represents and warrants that the undersigned has read and
agrees to all of the terms of the Offer. All authority herein conferred or
agreed to be conferred 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. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of the
procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such Shares complies
with Rule 14e-4. The Company's acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Offer.
3
<PAGE>
The names and addresses of the registered holders should be printed, if they
are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, the number of Shares that the
undersigned wishes to tender and the purchase price at which such Shares are
being tendered should be indicated in the appropriate boxes on this Letter of
Transmittal.
The undersigned understands that the Company will determine a single per
Share price (not greater than $24.50 nor less than $21.50 per Share) that it
will pay for Shares properly tendered and not withdrawn pursuant to the Offer
(the "Purchase Price") taking into account the number of Shares so tendered and
the prices specified by tendering shareholders. The undersigned understands
that the Company will select the Purchase Price that will allow it to purchase
6,100,000 Shares (or such lesser number of Shares as are properly tendered and
not withdrawn at prices not greater than $24.50 nor less than $21.50 per Share)
pursuant to the Offer. The undersigned understands that all Shares properly
tendered and not withdrawn at prices at or below the Purchase Price will be
purchased at the Purchase Price, net to the seller in cash, upon the terms and
subject to the conditions of the Offer, including its proration provisions, and
that the Company will return all other Shares, including Shares tendered and
not withdrawn at prices greater than the Purchase Price and Shares not
purchased because of proration. The undersigned also understands that, unless
the Rights are redeemed or become separately tradeable in accordance with their
terms, by tendering Shares the undersigned will also be tendering the
associated Rights and that no separate consideration will be paid for such
Rights.
The undersigned recognizes that, under certain circumstances set forth in the
Offer to Purchase, the Company may terminate or amend the Offer or may postpone
the acceptance for payment of, or the payment for, Shares tendered or may not
be required to purchase any of the Shares tendered hereby or may accept for
payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please issue
the check for the purchase price of any Shares purchased, and/or return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and,
in the case of Shares tendered by book-entry transfer, by credit to the account
at the Book-Entry Transfer Facility designated above). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the
check for the Purchase Price of any Shares purchased and/or any certificates
for Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and
"Special Delivery Instructions" are completed, please issue the check for the
Purchase Price of any Shares purchased and/or return any Shares not tendered or
not purchased in the name(s) of, and mail such check and/or any certificates
to, the person(s) so indicated. The undersigned recognizes that the Company has
no obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if the Company does
not accept for payment any of the Shares so tendered.
4
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 7
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE LETTER OF
TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED. (See Instruction 5)
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW),
THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
[_] $21.500 [_] $22.125 [_] $22.750 [_] $23.375 [_] $24.000
[_] $21.625 [_] $22.250 [_] $22.875 [_] $23.500 [_] $24.125
[_] $21.750 [_] $22.375 [_] $23.000 [_] $23.625 [_] $24.250
[_] $21.875 [_] $22.500 [_] $23.125 [_] $23.750 [_] $24.375
[_] $22.000 [_] $22.625 [_] $23.250 [_] $23.875 [_] $24.500
</TABLE>
ODD LOTS
(SEE INSTRUCTION 9)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owns beneficially, as of the close of business on
August 3, 1995, and who continues to own beneficially as of the Expiration
Time, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[_]owned beneficially, as of the close of business on August 3, 1995, and
continues to own beneficially as of the Expiration Time, an aggregate of
fewer than 100 Shares (including Shares held in the Company's Dividend
Reinvestment Plan, Employee Stock Purchase Plan and 401(k) Retirement
Savings Plan), all of which are being tendered, or
[_]is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on
August 3, 1995, and continues to own beneficially as of the Expiration
Time, an aggregate of fewer than 100 Shares (including Shares held in the
Company's Dividend Reinvestment Plan, Employee Stock Purchase Plan and
401(k) Retirement Savings Plan) and is tendering all of such Shares.
- --------------------------------------------------------------------------------
If you do not wish to specify a purchase price, check the following box,
in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares Are Being Tendered" in this
Letter of Transmittal) [_]
5
<PAGE>
DIVIDEND REINVESTMENT PLAN SHARES (SEE INSTRUCTION 14)
This section is to be completed ONLY if Shares held in the Dividend
Reinvestment Plan are to be tendered.
[_]By checking this box, the undersigned represents that the undersigned is
a participant in the Dividend Reinvestment Plan and hereby tenders the
following number of Shares credited to the Dividend Reinvestment Plan
account of the undersigned at the Purchase Price per Share indicated in
the box entitled "Price (In Dollars) Per Share At Which Shares Are Being
Tendered" in this Letter of Transmittal:
Shares*
* The undersigned understands and agrees that all Shares held in the
Dividend Reinvestment Plan account(s) of the undersigned will be tendered if
the above box is checked and the space above is left blank.
SPECIAL DELIVERY INSTRUCTIONS
SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 6, 7 AND 8)
(SEE INSTRUCTIONS 6, 7 AND 8) To be completed ONLY if the check
for the purchase price of Shares
purchased and/or certificates for
Shares not tendered or not
purchased are to be mailed to
someone other than the undersigned
or to the undersigned at an
address other than that shown
below the undersigned's
signature(s).
To be completed ONLY if the check
for the purchase price of Shares
purchased and/or certificates for
Shares not tendered or not
purchased are to be issued in the
name of someone other than the
undersigned.
Issue [_] check
and/or [_] certificate(s) to:
Name ______________________________ Mail [_] check
and/or [_] certificates to:
------------------------------ Name ______________________________
(Please Print) ------------------------------
(Please Print)
Address ___________________________ Address ___________________________
----------------------------- -----------------------------
(Include Zip Code) (Include Zip Code)
-----------------------------------
(Taxpayer Identification or Social
Security No.)
6
<PAGE>
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 13 HEREOF)
^^ ^^
-----------------------------------------------------------------------
Signature(s) of Owner(s)
^^ ^^
-----------------------------------------------------------------------
Dated , 1995
Name(s) _____________________________________________________________________
-----------------------------------------------------------------------------
(Please Print)
-----------------------------------------------------------------------------
Capacity (full title) _______________________________________________________
Address _____________________________________________________________________
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No. _________________________________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock 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 a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, please set forth full title and
see Instruction 6.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Name of Firm ________________________________________________________________
Authorized Signature ________________________________________________________
Dated , 1995
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is a
member of a registered national securities exchange or the National Association
of Securities Dealers, Inc., or by a commercial bank or trust company having an
office, branch or agency in the United States that is a member of one of the
Stock Transfer Association's approved medallion programs (such as Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchange Medallion Program) (each of the
foregoing being referred to as an "Eligible Institution"), unless (a) this
Letter of Transmittal is signed by the registered holder(s) of the Shares
(which term, for purposes of this document, shall include any participant in a
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of Shares) tendered herewith and such holder(s) have not completed
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal, or (b) such Shares are
tendered for the account of an Eligible Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be used either if
certificates are to be forwarded herewith or if delivery of Shares is to be
made by book-entry transfer pursuant to the procedures set forth in Section 3
of the Offer to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's account at one of
the Book-Entry Transfer Facilities of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal prior to the Expiration
Time. If certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
Shareholders whose certificates are not immediately available, who cannot
deliver their Shares and all other required documents to the Depositary or who
cannot complete the procedure for delivery by book-entry transfer prior to the
Expiration Time may tender their Shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such
procedure: (a) such tender must be made by or through an Eligible Institution,
(b) a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Company (with any required signature
guarantees) must be received by the Depositary prior to the Expiration Time,
and (c) the certificates for all physically delivered Shares in proper form for
transfer by delivery, or a confirmation of a book-entry transfer into the
Depositary's account at one of the Book-Entry Transfer Facilities of all Shares
delivered electronically, in each case together with a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within five New York Stock Exchange, Inc. trading days after the
date of execution of such Notice of Guaranteed Delivery, all as provided in
Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative or contingent tenders will be accepted. By executing this
Letter of Transmittal (or facsimile thereof), the tendering shareholder waives
any right to receive any notice of the acceptance for payment of the Shares.
8
<PAGE>
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In
such case, a new certificate for the remainder of the Shares represented by the
old certificate will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the "Special Payment Instructions" or
"Special Delivery Instructions" boxes on this Letter of Transmittal, as
promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be
validly tendered, the shareholder must check the box indicating the price per
Share at which such shareholder is tendering Shares under "Price (In Dollars)
Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal,
except that Odd Lot Owners (as defined in Section 2 of the Offer to Purchase)
may check the box above in the section entitled "Odd Lots" indicating that such
shareholder is tendering all Shares at the Purchase Price determined by the
Company. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR (OTHER
THAN DESCRIBED ABOVE FOR ODD LOT OWNERS) IF NO BOX IS CHECKED, THERE IS NO
VALID TENDER OF SHARES. A shareholder wishing to tender portions of such
shareholder's Share holdings at different prices must complete a separate
Letter of Transmittal for each price at which such shareholder wishes to tender
each such portion of such shareholder's Shares. The same Shares cannot be
tendered (unless previously validly withdrawn as provided in Section 4 of the
Offer to Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby is held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s), in which case the certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such certificates. Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.
If this Letter of Transmittal is signed by a person other than the registered
holder(s) of the Shares tendered hereby, certificates evidencing the Shares
tendered hereby must be endorsed or accompanied by appropriate stock powers, in
either case, signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificate(s). Signature(s) on any such certificates or
stock powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to the Company of the authority of such person so to act must be submitted.
9
<PAGE>
7. STOCK TRANSFER TAXES. The Company will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any Shares to it or its
order pursuant to the Offer. If, however, payment of the purchase price is to
be made to, or Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s), or if tendered Shares
are registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s), such other person or otherwise) payable on account
of the transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted. See Section 5 of the Offer to Purchase. Except as provided in this
Instruction 7, it will not be necessary to affix transfer tax stamps to the
certificates representing Shares tendered hereby.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued in the name of, and/or any
Shares not tendered or not purchased are to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or if the check and/or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed. Shareholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such stockholder at the Book-Entry Transfer Facility from which such transfer
was made.
9. ODD LOTS. As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Time are to be purchased, the Shares
purchased first will consist of all Shares tendered by any shareholder who
owned beneficially, as of the close of business on August 3, 1995, and
continues to own beneficially as of the Expiration Time, an aggregate of fewer
than 100 Shares (including Shares held in the Company's Dividend Reinvestment
Plan, Employee Stock Purchase Plan and 401(k) Retirement Savings Plan) and who
properly tendered all such Shares at or below the Purchase Price (including by
not designating a purchase price as described above). Partial tenders of Shares
will not qualify for this preference and this preference will not be available
unless the box captioned "Odd Lots" in this Letter of Transmittal and the
Notice of Guaranteed Delivery, if any, is completed.
10. SUBSTITUTE FORM W-9 AND FORM W-8. Shareholders other than corporations
and certain foreign individuals may be subject to backup federal income tax
withholding. Each such tendering shareholder or other payee who does not
otherwise establish to the satisfaction of the Depositary an exemption from
backup federal income tax withholding is required to provide the Depositary
with a correct taxpayer identification number ("TIN") on Substitute Form W-9,
which is provided as a part of this Letter of Transmittal, and to indicate that
the shareholder or other payee is not subject to backup withholding by
completing the certification in Part 3 of the form. For an individual, the TIN
will generally be the individual's social security number. Failure to provide
the information on the form or to complete Part 3 of the form may subject the
tendering shareholder or other payee to 31% backup federal income tax
withholding on the payments made to the shareholder or other payee with respect
to Shares purchased pursuant to the Offer and to a $50.00 penalty imposed by
the Internal Revenue Service. Backup withholding is not an additional tax.
Rather, the tax liability of persons 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. The box in Part 2 of the form may be
checked if the tendering shareholder or other payee has not been issued a TIN
and has applied for a TIN or intends to apply for a TIN in the near future. If
the box in Part 2 is checked and the Depositary is not provided with a TIN
within sixty (60) days, the Depositary will withhold 31% on all such payments
thereafter until a TIN is provided to the Depositary. Shareholders who are
foreign individuals should submit Form W-8 to certify that they are exempt from
backup withholding, unless Instruction 11 below applies. Form W-8 may be
obtained from the Depositary. For additional information concerning Substitute
Form W-9, see the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9."
10
<PAGE>
11. WITHHOLDING ON FOREIGN SHAREHOLDERS. The Depositary will withhold federal
income taxes equal to 30% of the gross payments payable to a foreign
shareholder or his agent unless the Depositary determines that a reduced rate
of withholding or an exemption from withholding is applicable. (Exemption from
backup withholding does not exempt a foreign shareholder from the 30%
withholding.) For this purpose, a foreign shareholder is any shareholder that
is not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or (iii) an estate or trust
the income of which is subject to United States federal income taxation
regardless of the source of such income. The Depositary will determine a
shareholder's status as a foreign shareholder and eligibility for a reduced
rate of, or an exemption from, withholding by reference to the shareholder's
address and to any outstanding certificates or statements concerning
eligibility for a reduced rate of, or exemption from, withholding unless facts
and circumstances indicate that reliance is not warranted. In order to obtain
an exemption from withholding on the grounds that the gross proceeds paid
pursuant to the Offer are effectively connected with the conduct of a trade or
business within the United States, a foreign shareholder must deliver to the
Depositary a properly executed Form 4224. Such form can be obtained from the
Depositary. A foreign shareholder who has not previously submitted the
appropriate certificates or statements with respect to a reduced rate of, or
exemption from, withholding for which such shareholder may be eligible should
consider doing so in order to avoid overwithholding. A foreign shareholder may
be eligible to obtain a refund of tax withheld if such shareholder meets one of
the three tests for capital gain or loss treatment described in Section 14 of
the Offer to Purchase or is otherwise able to establish that no tax or reduced
amount of tax was due. Foreign shareholders are urged to consult their tax
advisors regarding the application of federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and the refund
procedures.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance may be directed to the Information Agent or the Dealer Managers
at their respective telephone numbers and addresses listed below. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal or other
tender offer materials may be directed to the Information Agent or the Dealer
Managers, and such copies will be furnished promptly at the Company's expense.
Shareholders may also contact their local broker, dealer, commercial bank or
trust company for documents relating to, or assistance concerning, the Offer.
13. IRREGULARITIES. All questions as to the Purchase Price, the form of
documents, and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by the Company, in its
sole discretion, and its determination shall be final and binding. The Company
reserves the absolute right to reject any or all tenders of Shares that it
determines are not in proper form or the acceptance for payment of or payment
for Shares that may, in the opinion of the Company's counsel, be unlawful. The
Company also reserves the absolute right to waive any of the conditions to the
Offer or any defect or irregularity in any tender of Shares, and the Company's
interpretation of the terms and conditions of the Offer (including these
instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Company shall determine. None of the Company, the Dealer Managers, the
Depositary, the Information Agent or any other person shall be under any duty
to give notice of any defect or irregularity in tenders, nor shall any of them
incur any liability for failure to give any such notice. Tenders will not be
deemed to have been made until all defects and irregularities have been cured
or waived.
14. DIVIDEND REINVESTMENT PLAN. If a tendering shareholder desires to have
tendered pursuant to the Offer Shares credited to the shareholder's account
under the Company's Dividend Reinvestment Plan, the box captioned "Dividend
Reinvestment Plan Shares" should be completed. A participant in the Dividend
Reinvestment Plan may complete such box on only one Letter of Transmittal
submitted by such participant. If a participant submits more than one Letter of
Transmittal and completes such box on more than one Letter of Transmittal, the
participant will be deemed to have elected to tender all Shares credited to the
shareholder's account under the Dividend Reinvestment Plan at the lowest of the
prices specified in such Letters of Transmittal.
11
<PAGE>
If a shareholder authorizes a tender of Shares held in the Dividend
Reinvestment Plan, all such Shares credited to such shareholder's account(s),
including fractional Shares, will be tendered, unless otherwise specified in
the appropriate space in the box captioned "Dividend Reinvestment Plan Shares."
In the event that the box captioned "Dividend Reinvestment Plan Shares" is not
completed, no Shares held in the tendering shareholder's account will be
tendered.
15. EMPLOYEE STOCK PURCHASE PLAN. Participants in the Company's Employee
Stock Purchase Plan may not use this Letter of Transmittal to direct the tender
of Shares credited to a participant's account under the Employee Stock Purchase
Plan, but must use the separate form sent to them by the administrator of the
Employee Stock Purchase Plan.
16. 401(K) RETIREMENT SAVINGS PLAN. Participants in the Company's 401(k)
Retirement Savings Plan may not use this Letter of Transmittal to direct the
tender of Shares credited to such participant's matching account, but must use
the separate instruction form sent to them by the 401(k) Retirement Savings
Plan trustee.
17. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of the
Offer to Purchase, shareholders may designate the order in which their Shares
are to be purchased in the event of proration. The order of purchase may have
an effect on the federal income tax classification of any gain or loss on the
Shares purchased. See Sections 1 and 14 of the Offer to Purchase.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF) TOGETHER
WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION TIME.
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
either such shareholder's correct TIN on Substitute Form W-9 below or a
properly completed Form W-8. If such shareholder is an individual, the TIN is
such individual's social security number. For businesses and other entities,
the number is the employer identification number. If the Depositary is not
provided with the correct TIN or properly completed Form W-8, the shareholder
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such shareholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding. The Form
W-8 can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If federal income tax backup withholding applies, the Depositary is required
to withhold 31% of any payments made to the shareholder. Backup withholding is
not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of the tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a shareholder with
respect to Shares purchased pursuant to the Offer, the shareholder is required
to notify the Depositary of such shareholder's correct TIN by completing the
Substitute Form W-9 on page 13 hereof certifying that the TIN provided on
Substitute Form W-9 is correct and that (1) the shareholder has not been
notified by the Internal Revenue Service that such shareholder is subject in
federal income tax backup withholding as a result of failure to report all
interest or dividends or (2) the Internal Revenue Service has notified the
shareholder that such shareholder is no longer subject to federal income tax
backup withholding.
12
<PAGE>
Foreign stockholders must submit a properly completed Form W-8 in order to
avoid the applicable backup withholding; provided, however, that backup
withholding will not apply to foreign shareholders subject to 30% (or lower
treaty rate) withholding on gross payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security number
or employer identification number of the registered owner of the Shares. If the
Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to
report.
PAYER'S NAME: NORWEST BANK MINNESOTA, N.A.
PART 1-PLEASE PROVIDE YOUR TIN ___________________
SUBSTITUTE TIN IN THE BOX AT RIGHT Social Security Number
FORM W-9 AND CERTIFY BY SIGNING AND or
DATING BELOW. Employer
Identification Number
DEPARTMENT OF THE TREASURY
-------------------------------------------------------
INTERNAL REVENUE SERVICE
NAME (Please Print)
PAYOR'S REQUEST FORTAXPAYER IDENTIFICATION PART 2
-----------------------------
ADDRESS Awaiting
PART 3--CERTIFICATION-UNDER THE PENALTIES OF
PERJURY, I CERTIFY THAT (1) the number shown on
this form is my correct taxpayer identification
number (or a TIN has not been issued to me but I
have mailed or delivered an application to receive
a TIN or intend to do so in the near future), (2) I
am not subject to backup withholding either because
I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all
interest or dividends or the IRS has notified me
that I am no longer subject to backup withholding,
and (3) all other information provided on this form
is true, correct and complete.
NUMBER (TIN) AND CERTIFICATION
TIN [_]
-----------------------------
CITY STATE ZIP CODE
-------------------------------------------------------
SIGNATURE ___________________________________ DATE
You must cross out item (2) above if you have been
notified by the IRS that you are currently subject
to backup withholding because of underreporting
interest or dividends on your tax return.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE
THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE
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 (1) 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
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all payments of the purchase price made to me
thereafter will be withheld until I provide a number.
Signature _________________________ Date: ____________ , 1995
13
<PAGE>
The Information Agent for the Offer is:
MORROW & CO.
909 Third Avenue
20th Floor
New York, New York 10022
Banks and Brokers Call Toll Free:
(800) 662-5200
All Others Call Toll Free:
(800) 566-9061
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
In New York State: (212) 902-1000
Other areas: (800) 323-5678 (toll free)
<PAGE>
Exhibit 99(a)(3)
JOSTENS, INC.
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for the shares of Common
Stock of Jostens, Inc. are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all other documents required by the Letter of Transmittal to be
delivered to the Depositary prior to the Expiration Time (as defined in Section
1 of the Offer to Purchase defined below). Such form may be delivered by hand
or transmitted by mail or overnight courier, or (for Eligible Institutions
only) by facsimile transmission, to the Depositary. See Section 3 of the Offer
to Purchase. THE ELIGIBLE INSTITUTION, WHICH COMPLETES THIS FORM, MUST
COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF
TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN
HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE
INSTITUTION.
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, N.A.
Facsimile Transmission:
(612) 450-4163
Confirm by Telephone:
(612) 450-4185
By Mail: By Hand: By Overnight Courier:
Norwest Shareowner Norwest Shareowner
Norwest Shareowner Services Services
Services 161 North Concord 161 North Concord
P.O. Box 418 Exchange Exchange
South St. Paul, MN 2nd Floor Stock Transfer Department
55075-0418 South St. Paul, MN 55075 South St. Paul, MN 55075
or
Norwest Trust Company of New York
3 New York Plaza
15th Floor
New York, NY 10004
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Jostens, Inc., a Minnesota corporation (the
"Company"), upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated August 4, 1995 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer"), receipt of which
is hereby acknowledged, the number of shares of Common Stock, par value $.33
1/3 per share, including the associated Common Stock Purchase Rights (the
"Shares"), of the Company listed below, pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase.
Number of Shares:
- -------------------------------------
Certificate Nos.: (if available)
- ------------------------------------- -------------------------------------
- ------------------------------------- Signature(s)
If shares will be tendered by book- -------------------------------------
entry transfer: Name(s) (Please Print)
Name of Tendering Institution: -------------------------------------
- ------------------------------------- Address
-------------------------------------
Account No. __________ at (check one) -------------------------------------
[_] The Depository Trust Company Area Code and Telephone Number
[_] Midwest Securities Trust Company
[_] Philadelphia Depository Trust
Company
2
<PAGE>
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE NOTICE OF
GUARANTEED DELIVERY FOR EACH PRICE SPECIFIED MUST BE USED.
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW),
THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
[_] $21.500 [_] $22.125 [_] $22.750 [_] $23.375 [_] $24.000
[_] $21.625 [_] $22.250 [_] $22.875 [_] $23.500 [_] $24.125
[_] $21.750 [_] $22.375 [_] $23.000 [_] $23.625 [_] $24.250
[_] $21.875 [_] $22.500 [_] $23.125 [_] $23.750 [_] $24.375
[_] $22.000 [_] $22.625 [_] $23.250 [_] $23.875 [_] $24.500
</TABLE>
ODD LOTS
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially, as of the close of business on
August 3, 1995, and who continues to own beneficially as of the Expiration
Time, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[_]owned beneficially, as of the close of business on August 3, 1995, and
continues to own beneficially as of the Expiration Time, an aggregate of
fewer than 100 Shares (including Shares held in the Company's Dividend
Reinvestment Plan, Employee Stock Purchase Plan and 401(k) Retirement
Savings Plan), all of which are being tendered, or
[_]is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on
August 3, 1995, and continues to own beneficially as of the Expiration
Time, an aggregate of fewer than 100 Shares (including Shares held in the
Company's Dividend Reinvestment Plan, Employee Stock Purchase Plan and
401(k) Retirement Savings Plan) and is tendering all of such Shares.
- --------------------------------------------------------------------------------
If you do not wish to specify a purchase price, check the following box,
in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares Are Being Tendered" above) [_]
3
<PAGE>
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office, branch or agency in the
United States that is a member of one of the Stock Transfer Association's
approved medallion programs (such as Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program), hereby guarantees (a) that the above-named
person(s) has a net long position in the Shares (and associated Rights) being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, (b) that such tender of Shares complies with
Rule 14e-4, and (c) to deliver to the Depositary at one of its addresses set
forth above certificate(s) for the Shares tendered hereby, in proper form for
transfer, or a confirmation of the book-entry transfer of the Shares tendered
hereby into the Depositary's account at The Depository Trust Company, Midwest
Securities Trust Company or Philadelphia Depository Trust Company, in each case
together with a properly completed and duly executed Letter(s) of Transmittal
(or facsimile(s) thereof), with any required signature guarantee(s) and any
other required documents, all within five New York Stock Exchange, Inc. trading
days after the date hereof.
- ------------------------------------- -------------------------------------
Name of Firm Authorized Signature
- ------------------------------------- -------------------------------------
Address Name
- ------------------------------------- -------------------------------------
City, State, Zip Code Title
- -------------------------------------
Area Code and Telephone Number
Dated: _______________________ , 1995
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL.
4
<PAGE>
Exhibit 99(a)(4)
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
JOSTENS, INC.
OFFER TO PURCHASE FOR CASH
UP TO 6,100,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00
A.M., NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 1, 1995, UNLESS THE OFFER
IS EXTENDED.
August 4, 1995
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
In our capacity as Dealer Managers, we are enclosing the material listed
below relating to the offer of Jostens, Inc., a Minnesota corporation (the
"Company"), to purchase up to 6,100,000 shares of its Common Stock, par value
$.33 1/3 per share (including the associated Common Stock Purchase Rights (the
"Rights"), the "Shares"), at prices not greater than $24.50 nor less than
$21.50 per Share, net to the seller in cash, specified by tendering
shareholders, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated August 4, 1995 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together constitute the "Offer"). Unless
the Rights are redeemed by the Company or become separately tradeable prior to
the Expiration Time (as defined in Section 1 of the Offer to Purchase), a
tender of Shares will also constitute a tender of the associated Rights. Unless
the context otherwise requires, all references herein to Shares include the
associated Rights.
The Company will determine a single price (not greater than $24.50 nor less
than $21.50 per Share) that it will pay for Shares properly tendered and not
withdrawn pursuant to the Offer (the "Purchase Price"), taking into account the
number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the Purchase Price that will allow it to
purchase 6,100,000 Shares (or such lesser number of Shares as is properly
tendered and not withdrawn at prices not greater than $24.50 nor less than
$21.50 per Share) pursuant to the Offer. The Company will purchase all Shares
properly tendered and not withdrawn at prices at or below the Purchase Price,
upon the terms and subject to the conditions of the Offer, including the
provisions relating to proration described in the Offer to Purchase. See
Section 1 of the Offer to Purchase.
The Purchase Price will be paid in cash, net to the seller, with respect to
all Shares purchased. Shares tendered at prices in excess of the Purchase Price
and Shares not purchased because of proration will be returned.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. The Offer is, however, subject to other conditions. See Section 6 of
the Offer to Purchase.
We are asking you to contact your clients for whom you hold Shares registered
in your name (or in the name of your nominee) or who hold Shares registered in
their own names. Please bring the Offer to their attention as promptly as
possible. The Company will, upon request, reimburse you for reasonable and
customary handling and mailing expenses incurred by you in forwarding any of
the enclosed materials to your clients.
For your information and for forwarding to your clients, we are enclosing the
following documents:
1. The Offer to Purchase.
2. The Letter of Transmittal for your use and for the information of your
clients.
3. A letter to shareholders of the Company from the President and Chief
Executive Officer of the Company.
<PAGE>
4. The Notice of Guaranteed Delivery to be used to accept the Offer if
the Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Time (as defined in the Offer to Purchase).
5. A letter that may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space
for obtaining such clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding.
7. A return envelope addressed to Norwest Bank Minnesota, N.A., the
Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 8:00 A.M., NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 1, 1995, UNLESS THE OFFER IS EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the Dealer Managers). The Company will, upon request, reimburse brokers,
dealers, commercial banks and trust companies for reasonable and customary
handling and mailing expenses incurred by them in forwarding materials relating
to the Offer to their customers. The Company will pay all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 7 of the Letter of Transmittal.
As described in the Offer to Purchase, if more than 6,100,000 Shares have
been properly tendered at or below the Purchase Price and not withdrawn prior
to the Expiration Time, as defined in Section 1 of the Offer to Purchase, the
Company will accept Shares for purchase in the following order of priority: (a)
first, all Shares properly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Time by any shareholder who owned
beneficially, as of the close of business on August 3, 1995, and who continues
to own beneficially as of the Effective Time, an aggregate of fewer than 100
Shares (including any Shares held in the Company's Dividend Reinvestment Plan,
Employee Stock Purchase Plan and 401(k) Retirement Savings Plan) and who
properly tenders all of such Shares (partial tenders will not qualify for this
preference) and completes the box captioned "Odd Lots" in the Letter of
Transmittal and, if applicable, the Notice of Guaranteed Delivery; and (b)
then, after purchase of all of the foregoing Shares, all other Shares properly
tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Time on a pro rata basis.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. SHAREHOLDERS MUST
MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE
OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER.
Any questions or requests for assistance or additional copies of the enclosed
materials may be directed to the Information Agent or the Dealer Managers at
their respective addresses and telephone numbers set forth on the back cover of
the enclosed Offer to Purchase.
Very truly yours,
GOLDMAN, SACHS & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT
OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
2
<PAGE>
Exhibit 99(a)(5)
JOSTENS, INC.
OFFER TO PURCHASE FOR CASH
UP TO 6,100,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 A.M., NEW
YORK CITY TIME, ON FRIDAY, SEPTEMBER 1, 1995, UNLESS THE OFFER IS EXTENDED
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August 4,
1995 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") setting forth an offer by Jostens, Inc., a
Minnesota corporation (the "Company"), to purchase up to 6,100,000 shares of
its Common Stock, par value $.33 1/3 per share (including the associated Common
Stock Purchase Rights (the "Rights"), the "Shares"), at prices not greater than
$24.50 nor less than $21.50 per Share, net to the seller in cash, specified by
tendering shareholders, upon the terms and subject to the conditions of the
Offer. Unless the Rights are redeemed by the Company or become separately
tradeable prior to the Expiration Time (as defined in Section 1 of the Offer to
Purchase), a tender of Shares will also constitute a tender of the associated
Rights. Also enclosed herewith is certain other material related to the Offer,
including a letter from Robert C. Buhrmaster, President and Chief Executive
Officer of the Company, to shareholders.
The Company will determine a single per Share price (not greater than $24.50
nor less than $21.50 per Share) that it will pay for the Shares properly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking
into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the Purchase Price that will
allow it to purchase 6,100,000 Shares (or such lesser number of Shares as are
properly tendered and not withdrawn at prices not greater than $24.50 nor less
than $21.50 per Share) pursuant to the Offer. The Company will purchase all
Shares properly tendered at prices at or below the Purchase Price and not
withdrawn, upon the terms and subject to the conditions of the Offer, including
the provisions thereof relating to proration. See Section 1 of the Offer to
Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, A
TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US
FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of the
Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
(1) You may tender Shares at prices (in multiples of $.125), not greater
than $24.50 nor less than $21.50 per Share, as indicated in the attached
Instruction Form, net to you in cash.
(2) The Offer is for up to 6,100,000 Shares, constituting approximately
13.4% of the total Shares outstanding as of July 31, 1995. The Offer is not
conditioned upon any minimum number of Shares being tendered. The Offer is,
however, subject to certain other conditions set forth in the Offer.
(3) The Offer, proration period and withdrawal rights will expire at 8:00
a.m., New York City time, on Friday, September 1, 1995, unless the Offer is
extended. Your instructions to us should be forwarded to us in ample time
to permit us to submit a tender on your behalf. If you would like to
withdraw your Shares that we have tendered, you can withdraw them so long
as the Offer remains open or any time after the expiration of 40 business
days from the commencement of the Offer if they have not been accepted for
payment.
<PAGE>
(4) As described in the Offer to Purchase, if more than 6,100,000 Shares
have been validly tendered at or below the Purchase Price and not withdrawn
prior to the Expiration Time, as defined in Section 1 of the Offer to
Purchase, the Company will purchase Shares in the following order of
priority:
(a) first, all Shares properly tendered at or below the Purchase
Price and not withdrawn prior to the Expiration Time by any shareholder
who owned beneficially, as of the close of business on August 3, 1995,
and who continues to own beneficially as of the Expiration Time, an
aggregate of fewer than 100 Shares (including any Shares held in the
Company's Dividend Reinvestment Plan, Employee Stock Purchase Plan and
401(k) Retirement Savings Plan) who properly tenders all of such Shares
(partial tenders will not qualify for this preference) and completes
the box captioned "Odd Lots" in the Letter of Transmittal and, if
applicable, the Notice of Guaranteed Delivery; and
(b) then, after purchase of all the foregoing Shares, all other
Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Time on a pro rata basis. See Section
1 of the Offer to Purchase for a discussion of proration.
(5) Tendering shareholders will not be obligated to pay any brokerage
commissions or solicitation fees on the Company's purchase of Shares in the
Offer. Any stock transfer taxes applicable to the purchase of Shares by the
Company pursuant to the Offer will be paid by the Company, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.
(6) If you wish to tender portions of your Shares at different prices you
must complete a separate Instruction Form for each price at which you wish
to tender each portion of your Shares. We must submit separate Letters of
Transmittal on your behalf for each price you will accept.
(7) If you owned beneficially, as of the close of business on August 3,
1995, and continue to own beneficially as of the Expiration Time, an
aggregate of fewer than 100 Shares (including Shares held in the Company's
Dividend Reinvestment Plan, Employee Stock Purchase Plan and 401(k)
Retirement Savings Plan), and you instruct us to tender at or below the
Purchase Price on your behalf all such Shares prior to the Expiration Time
and check the box captioned "Odd Lots" in the Instruction Form, all such
Shares will be accepted for purchase before proration, if any, of the
purchase of other tendered Shares.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. SHAREHOLDERS MUST
MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE
OFFICER TENDS TO TENDER SHARES PURSUANT TO THE OFFER.
If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer,
please so instruct us by completing, executing, detaching and returning to us
the attached Instruction Form. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF BY THE EXPIRATION OF THE OFFER.
The Offer is being made to all holders of Shares. The Company is not aware of
any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If the Company becomes aware
of any valid state statute prohibiting the making of the Offer, the Company
will make a good faith effort to comply with such statute. If, after such good
faith effort, the Company cannot comply with such statute, the Offer will not
be made to, nor will tenders be accepted from or on behalf of, holders of
Shares in such state. In those jurisdictions whose securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of the Company by the Dealer
Managers.
2
<PAGE>
INSTRUCTION FORM
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 6,100,000 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
JOSTENS, INC.
AT A PURCHASE PRICE NOT GREATER THAN
$24.50 NOR LESS THAN $21.50 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated August 4, 1995, and the related Letter of Transmittal (which
together constitute the "Offer") in connection with the Offer by Jostens, Inc.
(the "Company") to purchase up to 6,1000,000 shares of its Common Stock, par
value $.33 1/3 per share (including the associated Common Stock Purchase
Rights, the "Shares"), at prices not greater than $24.50 nor less than $21.50
per Share, net to the undersigned in cash, specified by the undersigned, upon
the terms and subject to the terms and conditions of the Offer.
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, at the price per Share indicated
below, upon the terms and subject to the conditions of the Offer.
SHARES TENDERED
[_] By checking this box, all Shares held by us for your account will be
tendered. If fewer than all Shares are to be tendered, please check the
box and indicate below the aggregate number of Shares to be tendered by
us.
Shares*
--------
*Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
3
<PAGE>
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
USE A SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED.
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR
IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS
BELOW), THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
[_] $21.500 [_] $22.125 [_] $22.750 [_] $23.375 [_] $24.000
[_] $21.625 [_] $22.250 [_] $22.875 [_] $23.500 [_] $24.125
[_] $21.750 [_] $22.375 [_] $23.000 [_] $23.625 [_] $24.250
[_] $21.875 [_] $22.500 [_] $23.125 [_] $23.750 [_] $24.375
[_] $22.000 [_] $22.625 [_] $23.250 [_] $23.875 [_] $24.500
ODD LOTS
[_] By checking this box, the undersigned represents that the undersigned
owned beneficially, as of the close of business on August 3, 1995, and
continues to own beneficially as of the Expiration Time, an aggregate of
fewer than 100 Shares (including Shares held in the Company's Dividend
Reinvestment Plan, Employee Stock Purchase Plan and 401(k) Retirement
Savings Plan) and is tendering all of such Shares.
- --------------------------------------------------------------------------------
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares Are Being Tendered") [_]
SIGN HERE
--------------------------------------------------
Signature(s)
Dated: ____________, 1995 Name _____________________________________________
Address __________________________________________
--------------------------------------------------
--------------------------------------------------
Social Security or Taxpayer ID No.
4
<PAGE>
Exhibit 99(a)(6)
[LOGO OF JOSTENS]
Dear Shareholder:
Jostens, Inc. is offering to purchase up to 6,100,000 shares of its common
stock (representing approximately 13.3% of the currently outstanding shares),
at prices not greater than $24.50 nor less than $21.50 per share. The Company
is conducting the Offer through a procedure commonly referred to as a "Modified
Dutch Auction." This procedure allows you to select the price within that price
range at which you are willing to sell all or a portion of your shares to the
Company.
Based upon the number of shares tendered and the prices specified by the
tendering shareholders, the Company will determine a single per share price
within that price range that will allow it to buy 6,100,000 shares (or such
lesser number of shares as are properly tendered). All of the shares that are
properly tendered at prices at or below that purchase price (and are not
withdrawn) will, subject to possible proration, be purchased for cash at that
purchase price, net to the selling shareholder. All other shares that have been
tendered and not purchased will be returned to the shareholder. The tender
offer is not conditioned on any minimum number of shares being tendered.
If you do not wish to participate in the Offer, you do not need to take any
action.
The Company is making the Offer because its Board of Directors believes that
it is appropriate to provide value to shareholders in the form of cash
resulting from the sale of businesses that no longer fit with the Company's
strategic direction. The Board also believes that, given the Company's
businesses, assets and prospects and the current market price of shares of its
common stock, the purchase of shares pursuant to the Offer is an attractive
investment for the cash generated as well as the Company's available borrowing
capacity. In addition, the Offer provides shareholders who are considering a
sale of all or a portion of their shares the opportunity to sell their shares
without the usual transaction costs associated with open-market sales.
The Offer is explained in detail in the enclosed Offer to Purchase and Letter
of Transmittal. If you wish to tender your shares, instructions on how to
tender shares are also explained in detail in the enclosed materials. I
encourage you to read carefully these materials before making any decision with
respect to the Offer. Neither the Company nor its Board of Directors makes any
recommendation to any shareholder whether to tender all or any shares. Neither
I nor any other director or executive officer intends to tender shares pursuant
to the Offer.
Please note that the Offer is scheduled to expire at 8:00 a.m., New York City
time, on Friday, September 1, 1995, unless extended by the Company. Questions
regarding the Offer should not be directed to the Company but should instead be
directed to Morrow & Co., the Information Agent, at1-800-566-9061 (toll free)
or to Goldman, Sachs & Co., the Dealer Managers, at 1-800-323-5678 (toll free).
Sincerely,
/s/ Robert C. Buhrmaster
Robert C. Buhrmaster
President and Chief Executive Officer
<PAGE>
Exhibit 99(a)(7)
[LETTERHEAD OF FIDELITY MANAGEMENT TRUST COMPANY]
IMMEDIATE ATTENTION REQUIRED
August 4, 1995
RE: DIRECTION CONCERNING TENDER OF SHARES
ALLOCATED TO YOUR JOSTENS, INC. 401(K)
RETIREMENT SAVINGS PLAN MATCHING ACCOUNT
Dear Jostens, Inc. 401(k) Retirement Savings Plan Participant:
Enclosed are materials that require your immediate attention. They describe
matters directly affecting your interest in the Jostens, Inc. 401(k) Retirement
Savings Plan (the "Retirement Savings Plan"). Read all the materials carefully.
You will need to complete the enclosed Direction Form and return it in the
postage paid envelope provided. The Offer described below will expire at 8:00
a.m., New York City time, on Friday, September 1, 1995, unless extended.
ACCORDINGLY, IN ORDER FOR THE TRUSTEE OF THE RETIREMENT SAVINGS PLAN TO MAKE A
TIMELY TENDER OF SHARES CREDITED TO YOUR RETIREMENT SAVINGS PLAN MATCHING
ACCOUNT, YOU MUST COMPLETE AND RETURN THE ENCLOSED DIRECTION FORM IN THE RETURN
ENVELOPE SO THAT IT IS RECEIVED NOT LATER THAN 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, AUGUST 29, 1995, UNLESS EXTENDED. PLEASE COMPLETE AND RETURN
THE DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE OFFER DESCRIBED
BELOW.
The remainder of this letter summarizes the transaction and your rights and
options under the Retirement Savings Plan, but you also should review the more
detailed explanation provided in the other materials described below. For
purposes of this letter, unless otherwise provided, the term "participant"
means an actual participant in the Retirement Savings Plan, the beneficiary of
a deceased actual participant and an alternative payee with respect to an
actual participant (i.e., a spouse, former spouse, child or other dependent of
an actual participant who has an interest in a Retirement Savings Plan matching
account pursuant to a qualified domestic relations order).
BACKGROUND
Jostens, Inc. (the "Company") has made a tender offer to purchase up to
6,100,000 shares of its common stock, par value $.33 1/3 per share (including
the associated Common Stock Purchase Rights, the "Shares"), at prices not
greater than $24.50 nor less than $21.50 per Share. The enclosed Offer to
Purchase, dated August 4, 1995 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer"), set forth the
objectives, terms and conditions of the Offer and are being provided to all of
the Company's shareholders.
As a participant in the Retirement Savings Plan, you are directly affected
because the Company's Offer to Purchase extends to the 123,699 Shares currently
held by the Retirement Savings Plan. Only Fidelity Management Trust Company
("Fidelity"), as the Trustee of the Retirement Savings Plan, actually can
tender these Shares for sale. However, as a Retirement Savings Plan
participant, you have the right pursuant to the terms of the Retirement Savings
Plan to direct the Trustee whether or not to tender the Shares that are
allocated to your Retirement Savings Plan matching account. If you elect to
have the Trustee tender these Shares, you must also specify the price or prices
at which they should be tendered.
Please note that the Trustee is the holder of record of Shares allocated to
your matching account as a participant in the Retirement Savings Plan. A tender
of such Shares can be made only by the Trustee as the holder of record;
however, the Trustee generally must act pursuant to your directions as
explained in this letter. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender Shares allocated to
your Retirement Savings Plan matching account.
<PAGE>
THE COMPANY'S BOARD OF DIRECTORS HAS APPROVED THE MAKING OF THE OFFER TO
PURCHASE. HOWEVER, NEITHER THE COMPANY, ITS BOARD OF DIRECTORS, FIDELITY AS
TRUSTEE, NOR ANY OTHER PARTY MAKES ANY RECOMMENDATIONS TO PARTICIPANTS AS TO
WHETHER TO TENDER SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN
FROM TENDERING SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON
THESE MATTERS.
To assure the confidentiality of your decision, the Trustee has retained
Management Information Services Corp. to tabulate the directions of Retirement
Savings Plan participants set forth on the enclosed direction form (the
"Direction Form"). You will note from the included envelope that your Direction
Form is to be returned to Fidelity Institutional Operations Co.
The Retirement Savings Plan provides that the Trustee will not tender Shares
that are allocated to matching accounts of participants who fail to return a
timely or complete Direction Form. Should the Trustee determine that the
implementation of a participant direction or adherence to any plan provision
relative to tender offers is in violation of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), it may ignore such direction or
plan provision and exercise its discretion as Trustee in lieu of such direction
or plan provision in connection with the Offer.
HOW THE OFFER WORKS
The details of the Offer are described in the enclosed materials, which you
should review carefully. However, in broad outline, the transaction will work
as follows with respect to Retirement Savings Plan participants.
. The Company has offered to purchase up to 6,100,000 of its Shares at a
single per Share price not greater than $24.50 nor less than $21.50.
. If you want any of the Shares allocated to your Retirement Savings Plan
matching account sold on the terms and subject to the conditions of the
Offer, you need to instruct the Trustee by completing the enclosed
Direction Form and returning it to Fidelity Institutional Operations Co.
in the return envelope.
. You need to specify on the Direction Form the per Share price (in
multiples of $.125), not greater than $24.50 nor less than $21.50, at
which you wish to tender the Shares allocated to your Retirement Savings
Plan matching account.
. The Offer, proration period and withdrawal rights will expire at 8:00
a.m., New York City time, on September 1, 1995, unless the Company
extends the Offer. ACCORDINGLY, IN ORDER FOR THE TRUSTEE TO MAKE A TIMELY
TENDER OF YOUR SHARES, YOU MUST COMPLETE AND RETURN THE ENCLOSED
DIRECTION FORM IN THE RETURN ENVELOPE SO THAT IT IS RECEIVED BY FIDELITY
INSTITUTIONAL OPERATIONS CO. NOT LATER THAN 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, AUGUST 29, 1995, UNLESS EXTENDED. PLEASE COMPLETE AND
RETURN THE DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE
OFFER.
. After the deadline above for returning the Direction Form to Fidelity
Institutional Operations Co., Management Information Services Corp. will
complete the tabulation of all directions and Fidelity, as Trustee, will
tender the appropriate number of Shares.
. The Company will then determine the per Share purchase price (not greater
than $24.50 nor less than $21.50) (the "Purchase Price"), at which the
Company can purchase 6,100,000 Shares.
. Unless the Offer is terminated or amended in accordance with its terms,
the Company will then buy all of the Shares, up to 6,100,000, that were
tendered at the Purchase Price or below. However, all sellers will
receive the same per Share Purchase Price, even if they tendered at or
below the Purchase Price.
2
<PAGE>
. If you direct the tender of any Shares at a price in excess of the
Purchase Price as finally determined, those Shares will not be purchased,
and they will remain allocated to your Retirement Savings Plan matching
account.
. Finally, if there is an excess of Shares tendered over the exact number
desired by the Company at the Purchase Price, Shares tendered pursuant to
the Offer may be subject to proration as set forth in Section 1 of the
Offer to Purchase; however, if you own fewer than 100 Shares (including
Shares held in the Retirement Savings Plan and in the Company's Dividend
Reinvestment Plan and Employee Stock Purchase Plan) as of August 3, 1995,
and as of the expiration date of the Offer, and you tender or direct the
tender of all of your Shares at or below the Purchase Price, the Company
will purchase your Shares before any proration. This preference is
available only if you complete the box captioned "Odd Lots" on the
Direction Form.
This form of transaction is commonly called a "Modified Dutch Auction" and
requires some strategy on your part. For example, if you are anxious to sell,
you may want to tender your Shares at a price at or near the lower limit. If
you are not sure whether or not you want to participate, but would be willing
to sell at a price above the lower limit, then you may want to specify a higher
price, not to exceed the upper limit, of course. If you do not want to sell for
any price within the limits, you may direct that Shares allocated to your
Retirement Savings Plan matching account not be tendered into the Offer.
Of course, the Trustee may override any direction that it determines to be in
violation of ERISA, as previously described. For example, the Trustee will be
prohibited from selling Shares from the Retirement Savings Plan to the Company
if the Purchase Price, as finally determined, is less than the prevailing
market price of the Shares on the date the Shares are accepted for purchase.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for making your direction is enclosed. You must complete and
return the enclosed Direction Form in the return envelope so that it is
received not later than 12:00 midnight, New York City time, on Tuesday, August
29, 1995, unless extended. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN
IF YOU DECIDE NOT TO PARTICIPATE IN THE OFFER. If your Direction Form is not
received by this deadline, or if it is not fully and properly completed, the
Shares allocated to your Retirement Savings Plan matching account will not be
tendered by the Trustee. Please note that on the reverse side of the Direction
Form the approximate number of Shares allocated to your matching account is
indicated to the right of your address. This number of Shares may fluctuate
somewhat up to the time that the Trustee begins the process of tabulating
directions, due to additional matching contributions. Because of this
fluctuation, the instructions on the Direction Form refer to the percentage of
Shares allocated to your matching account.
To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE
BOX. Make your decision which box to check as follows:
. CHECK BOX 1 if you do not want the Shares allocated to your
Retirement Savings Plan matching account tendered for sale at any
price and simply want the Retirement Savings Plan to continue holding
Shares allocated to your matching account.
. CHECK BOX 2 in all other cases and complete the table immediately
below Box 2, unless you qualify for the Odd Lot preference, in which
case you should disregard the remainder of this instruction (1) and
refer to instruction (2) below. Specify the percentage of Shares that
you want to tender at each price indicated. Typically, you would
elect to tender Shares at a single price. However, the Direction Form
gives you the option of splitting your Shares among several prices.
You must state the percentage of Shares to be sold at each indicated
price by filling in the percentage of Shares on the line immediately
before the price. Leave a
3
<PAGE>
line blank if you want no Shares tendered at that price. The total
percentage of Shares tendered may not exceed 100%, but it may be less
than 100%.
(2) If you own fewer than 100 Shares (including Shares held in the
Retirement Savings Plan and in the Company's Dividend Reinvestment Plan
and Employee Stock Purchase Plan) as of August 3, 1995 and as of the
expiration time of the Offer and you tender or direct the tender of all
your Shares, you should complete the box captioned "Odd Lots" if you
wish to receive the Odd Lot preference. In order to receive this
preference, you must check the first box in the "Odd Lots" box to
represent that you qualify for the Odd Lot preference and you also must
either direct the Trustee to tender all Shares at one price (by
inserting 100% next to one of the prices in the "Price" box) or check
the second box in the "Odd Lots" box indicating that you do not wish to
specify a purchase price, in which case all of your Shares will be
tendered at the Purchase Price established by the Company. If you check
this second box in the "Odd Lots" box, DO NOT SPECIFY A PURCHASE PRICE
IN THE "PRICE" BOX.
(3) Then, turn the Direction Form over, date and sign it in the space
provided.
(4) Finally, return the enclosed Direction Form in the return envelope so
that it is received by Fidelity Institutional Operations Co. not later
than 12:00 midnight, New York City time, on Tuesday, August 29, 1995,
unless extended. Please complete and return the Direction Form even if
you decide not to participate in the Offer. No facsimile transmittals
of the Direction Form will be accepted.
Your direction will be deemed irrevocable unless withdrawn by 12:00
midnight, New York City time, on Tuesday, August 29, 1995, unless
extended. In order to make an effective withdrawal, you must submit a
notice of withdrawal of your direction, which must be in writing, or
submit a new Direction Form in accordance with the previous instructions
for directing the tendering set forth in this letter, either of which
must be received by Fidelity Institutional Operations Co. at the
following address:
Fidelity Institutional Operations Co.
P.O. Box 9107
Hingham, MA 02043-9848
Your notice must include your name, address, Social Security number, and
the approximate number of Shares allocated to your Retirement Savings
Plan matching account as noted on the Direction Form. Upon receipt of
your notice or new Direction Form by Fidelity Institutional Operations
Co., your previous direction will be deemed cancelled. You may direct
the re-tendering of any Shares in your account by repeating the previous
instructions for directing the tendering set forth in this letter.
INVESTMENT OF TENDER PROCEEDS
For any Retirement Savings Plan Shares credited to your matching account that
are tendered and purchased by the Company, the Company will pay cash to the
Retirement Savings Plan. The Trustee then will reinvest the proceeds in Shares,
as required by the Retirement Savings Plan, as soon as administratively
possible and will credit the Shares to your matching account.
INDIVIDUAL PARTICIPANTS IN THE RETIREMENT SAVINGS PLAN WILL NOT RECEIVE ANY
PORTION OF THE TENDER PROCEEDS. ALL SUCH PROCEEDS WILL REMAIN IN THE RETIREMENT
SAVINGS PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE RETIREMENT
SAVINGS PLAN TERMS.
For federal income tax purposes, no gain or loss will be recognized by
participants in the Retirement Savings Plan as a result of the tender or sale
of Shares held in the Retirement Savings Plan. However, certain tax benefits
that may otherwise be available in connection with the future withdrawal or
distribution of shares from the Retirement Savings Plan may be adversely
affected if
4
<PAGE>
Retirement Savings Plan Shares are tendered and sold. Specifically, under
current federal income tax rules, if a participant receives Retirement Savings
Plan Shares as part of a "lump sum" withdrawal or distribution, the excess of
the fair market value of the Shares on the date of such withdrawal or
distribution over the cost to the Retirement Savings Plan of those Shares is
excluded from the value of the withdrawal or distribution for purposes of
determining the participant's federal income tax liability with respect to the
withdrawal or distribution. The excess will be taxed, to the extent realized
when the Shares are sold, as long-term capital gain. If the Trustee tenders
Shares into the Offer, when it reinvests the proceeds in Shares, the cost of
the newly acquired Shares may be greater than the cost of the Shares tendered,
thus reducing the portion of any subsequent withdrawal or distribution that is
excluded for purposes of determining the participant's tax liability. A "lump
sum" for this purpose is a withdrawal or distribution to a participant (other
than an alternate payee who is not the spouse or former spouse of the actual
participant) on account of the actual participant's separation from service or
death or after the actual participant reaches age 59 1/2, of the entire balance
credited to his or her accounts under the Retirement Savings Plan and all other
tax-qualified profit sharing plans maintained by the Company and certain
related entities.
IF YOU DIRECT THE TRUSTEE TO TENDER SHARES ALLOCATED TO YOUR MATCHING ACCOUNT
IN THE OFFER, YOU MAY ADVERSELY AFFECT YOUR ABILITY TO TAKE ADVANTAGE OF THIS
TAX BENEFIT. IF YOU DIRECT THE TRUSTEE NOT TO TENDER ANY SHARES ALLOCATED TO
YOUR MATCHING ACCOUNT, THE COST OF SHARES ALLOCATED TO YOUR MATCHING ACCOUNT
WILL NOT BE AFFECTED.
CONFIDENTIALITY
AS MENTIONED ABOVE, BOTH THE COMPANY AND FIDELITY WILL PROTECT THE
CONFIDENTIALITY OF YOUR DECISION AS A RETIREMENT SAVINGS PLAN PARTICIPANT.
UNDER NO CIRCUMSTANCES WILL YOUR DECISION BE DISCLOSED TO ANY DIRECTORS,
OFFICERS, OR EMPLOYEES OF THE COMPANY EXCEPT TO A LIMITED NUMBER OF
ADMINISTRATORS FOR THE SOLE PURPOSE OF ALLOCATING PROCEEDS TO YOUR RETIREMENT
SAVINGS PLAN MATCHING ACCOUNT IN THE EVENT THAT ALL OR A PORTION OF YOUR SHARES
ARE SOLD.
FURTHER INFORMATION
Although the Trustee has no recommendation and cannot advise you what to do,
its representatives are prepared to answer any questions that you may have on
the procedures involved in the Modified Dutch Auction and your direction. The
Trustee also can help you complete your Direction Form.
. If you require additional information concerning the procedure to tender
Plan Shares, please contact Fidelity's Client Information Services
between 8:30 a.m. and 8:00 p.m. Eastern time, Monday through Friday at
1-800-835-5091
. If you have any questions about the terms and conditions of the Offer,
please contact the information agent for the Offer, Morrow & Co. at
1-800-566-9061
Your ability to instruct the Trustee concerning whether or not to tender
Shares allocated to your matching account is an important part of your rights
as a Retirement Savings Plan participant. Please consider this letter and the
enclosed materials carefully and then return your Direction Form promptly.
Sincerely,
Fidelity Management Trust Company
5
<PAGE>
JOSTENS, INC. 401(k) RETIREMENT SAVINGS PLAN
DIRECTION FORM
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY
THE ACCOMPANYING OFFER TO PURCHASE
AND THE RELATED LETTER OF TRANSMITTAL
AND ALL OTHER ENCLOSED MATERIALS
See the Reverse Side of This Form for the
Number of Shares Allocated to Your Jostens, Inc. 401(k) Retirement
Savings Plan Account
The undersigned hereby directs Fidelity Management Trust Company, as Trustee of
the Jostens, Inc. 401(k) Retirement Savings Plan (the "Retirement Savings
Plan"), to tender to Jostens, Inc. (the "Company"), in accordance with the Offer
to Purchase, dated August 4, 1995, a copy of which I have received and read, the
indicated percentage of shares of the Company's common stock, par value
$0.33 1/3 per share (including the associated Common Stock Purchase Rights, the
"Shares"), allocated to any Retirement Savings Plan account, or to hold such
Shares for my account, in either case as provided below. (CHECK ONLY ONE BOX):
[_] 1. Please refrain from tendering and continue to HOLD all Shares allocated
to my Retirement Savings Plan account.
[_] 2. Please TENDER Shares allocated to my Retirement Savings Plan account in
the percentage indicated below for each of the prices provided or as
provided in the "Odd Lots" box below. (The total of the percentages may
NOT exceed 100%, but it may be less than 100%). A blank space before a
given price will be taken to mean that no Shares are to be tendered at
that price. FILL IN THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX NUMBER
2.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
PRICE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of Shares ___ % at 21.50 ___ % at $22.625 ___ % at $23.625
Tendered (The total of all ___ % at 21.625 ___ % at $22.75 ___ % at $23.75
percentages must be less ___ % at 21.75 ___ % at $22.875 ___ % at $23.875
than or equal to 100%) ___ % at 21.875 ___ % at $23.00 ___ % at $24.00
___ % at 22.00 ___ % at $23.125 ___ % at $24.125
___ % at 22.125 ___ % at $23.25 ___ % at $24.25
___ % at 22.25 ___ % at $23.375 ___ % at $24.375
___ % at 22.375 ___ % at $23.50 ___ % at $24.50
___ % at 22.50
- ---------------------------------------------------------------------------------------------------
</TABLE>
Check the box or boxes below only if you qualify for and wish to receive
the Odd Lot preference.
- -------------------------------------------------------------------------------
ODD LOTS
(See Instruction 9 in
the Letter of Transmittal)
[_] By checking this box, the undersigned represents that the undersigned owned
beneficially, as of the close of business on August 3, 1995, and continues to
own as of the Effective Time, an aggregate of fewer than 100 Shares (including
any Shares held in the Company's Dividend Reinvestment Plan Employee Stock
Option Plan, and any Shares held in the Retirement Savings Plan), and is
tendering or is instructing the applicable record holder(s) (in the case of
Shares held in the Retirement Savings Plan, the Trustee) to tender all such
Shares.
INDICATE IN THE "PRICE" BOX ABOVE THE PRICE AT WHICH YOU WISH TO TENDER 100% OF
THE SHARES IN YOUR ACCOUNT OR CHECK THE BOX BELOW TO TENDER AT THE PURCHASE
PRICE ESTABLISHED BY THE COMPANY.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price determined
by the Company in accordance with the terms of the Offer. [_]
- -------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
Carefully complete the front side of this Direction Form. Then insert today's
date and sign your name in the spaces provided immediately below. Enclose the
Direction Form in the included postage prepaid envelope and mail it promptly.
YOUR DIRECTION FORM MUST BE RECEIVED BY FIDELITY INSTITUTIONAL OPERATIONS CO.
NOT LATER THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, AUGUST 29, 1995,
UNLESS EXTENDED. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU
DECIDE NOT TO PARTICIPATE IN THE OFFER. Direction Forms that are not fully or
properly completed, dated, and signed, or that are received after the deadline,
will be ignored, and the Shares allocated to your account will not be tendered.
Note that the Trustee also has the right to ignore any direction that it
determines cannot be implemented without violation of applicable law.
Neither the Company, its Board of Directors, the Trustee, nor any other party
makes any recommendation to participants as to whether to tender Shares, the
price at which to tender, or to refrain from tendering Shares. Each participant
must make his or her own decision on these matters.
Date: __________________, 1995 ________________________________________
Your Signature (Please sign as your name
appears below)
As of Thursday, August 3, 1995, the approximate number of Shares of Jostens,
Inc. common stock allocated to your Retirement Savings Plan matching account is
shown to the right of your address.
<PAGE>
Exhibit 99(a)(8)
[LOGO OF JOSTENS]
August 4, 1995
Dear Participant in the Jostens 401(k) Plan:
Jostens, Inc. announced that the company's board of directors approved a plan
to repurchase up to 6.1 million shares of its common stock.
In this repurchase plan, called a tender offer, shareholders have an
opportunity to sell their shares, but at prices within a range of not greater
than $24.50 nor less than $21.50 per share. After shares are tendered by
shareholders, the company selects a price and buys back shares that have been
tendered at or below that price which will be within that range.
Enclosed with this letter are all of the materials relating to this share
repurchase plan, including a letter from Fidelity Management Trust Company, the
trustee of the 401(k) plan.
These materials contain important information about the tender offer and
should be carefully reviewed. When reviewing the information, please keep the
following points in mind:
. As a 401(k) plan participant, you have the right--under terms of the
plan--to decide whether or not to direct Fidelity to tender shares
credited to your matching account.
--With your direction, only Fidelity as the trustee of the 401(k) plan
can actually tender your shares.
. If you decide to direct Fidelity to tender any shares, you will be
entitled to specify the price or prices (within the limits of the tender
offer) at which they should be tendered. Refer to the instructions on the
enclosed "Direction Form", which must be filled out and returned to
Fidelity.
--The "Direction Form" must be received by Fidelity by 12 midnight,
eastern time, on Tuesday, August 29, 1995, unless this deadline is
extended.
--Be sure to complete and return the "Direction Form" even if you
decide not to tender any shares.
. IMPORTANT: IF YOU DIRECT FIDELITY TO TENDER 401(K) SHARES AND THEY ARE
REPURCHASED BY THE COMPANY, THE PROCEEDS WILL BE REINVESTED BY FIDELITY
BACK INTO JOSTENS, INC. COMMON STOCK AND REMAIN IN YOUR MATCHING ACCOUNT.
--This means that you will not be able to direct Fidelity to reinvest
any tender offer proceeds in any other investment or to receive the
proceeds directly.
. While there is no gain or loss recognized by participants in the 401(k)
plan as a result of this repurchase plan, the tax treatment of future
withdrawals or distributions from the plan may be adversely impacted from
a tender or sale of 401(k) shares (see "Investment of Tender Proceeds"
section in the enclosed letter from Fidelity).
. Fidelity will keep your decision confidential and will not disclose it to
any directors, officers or employees of Jostens except to the plan
administrators who will need the information to make allocations to your
matching account for the sale and reinvestment of shares.
<PAGE>
. Neither Jostens, Inc., its board of directors, Fidelity as trustee, nor
any other party makes any recommendations to you as to whether or not to
tender shares or the price at which to tender. You must make your own
decision on this offer.
If you have any questions after reviewing the materials, contact:
. Fidelity at 1-800-835-5091 for information on the procedure for tendering
your 401(k) shares, or
. Morrow & Co., the information agent for the tender offer, at 1-800-966-
5061 for questions on the terms and conditions of the offer.
Martin S. Solhaug
Director, Reward and Recognition
<PAGE>
QUESTIONS AND ANSWERS FOR 401(K) PARTICIPANTS ABOUT THE JOSTENS TENDER OFFER
Q. WHY IS THE COMPANY OFFERING THIS TENDER OFFER TO PARTICIPANTS IN THE 401(K)?
A. As a participant in the 401(k) plan, you are a shareholder. The monthly
match you receive on your tax deferred contributions is made in Jostens
common stock, and is held in a matching account for you by Fidelity (along
with the plan's other investment funds). The company is required by current
securities laws to extend this offer to all shareholders.
Q. IF I DECIDE TO DIRECT FIDELITY TO TENDER MY SHARES, WILL I BE ABLE TO
RECEIVE THE PROCEEDS OR MOVE THE FUNDS TO OTHER INVESTMENTS AT FIDELITY?
A. No. All proceeds from any 401(k) shares that are tendered and sold will be
automatically reinvested back into Jostens, Inc. stock by Fidelity.
Q. WHY CAN'T I DECIDE WHERE TO INVEST (OR HOW TO USE) THE PROCEEDS FROM THE
SALE OF ANY 401(K) SHARES TENDERED?
A. The rules of the 401(k) plan state that your funds from the monthly stock
match must remain in Jostens common stock while you are an active employee
participating in the plan.
Q. WHAT ARE SOME OF THE ISSUES TO CONSIDER IN WHETHER TO DIRECT FIDELITY TO
TENDER MY SHARES?
A. As described in the Fidelity letter in the section "Investment of Tender
Proceeds," the tax treatment of a future withdrawal or distribution from
your account may be adversely impacted from a tender, sale, and
reinvestment. Also, there is the possibility that your shares will be
tendered and sold for a price that may be less than the price at the time
the proceeds are reinvested back into Jostens common stock.
Q. IS THERE A FORM I HAVE TO RETURN?
A. Included in this mailing is a "Direction Form". Complete and return this
form even if you decide not to tender any shares.
Q. WHAT IS THE DEADLINE FOR RETURNING THE "DIRECTION FORM"?
A. The form must be received by Fidelity by 12 midnight, eastern time, on
Tuesday, August 29, 1995, unless this deadline is extended.
Q. WHAT IF I HAVE QUESTIONS?
A. Contact Fidelity at 1-800-835-5091 for information on the procedure for
tendering your 401(k) shares. Contact Morrow & Co., the information agent
for the tender offer, at 1-800-966-5061 for questions on the terms and
conditions of the offer.
<PAGE>
COMPANY CONFIDENTIAL EXHIBIT (A)(9)
FOR RELEASE AT 3 P.M. CDT
JOSTENS REPORTS NET INCOME OF $50.4 MILLION,
EPS OF $1.11 IN FISCAL 1995
PROGRAM TO REPURCHASE UP TO 6.1 MILLION SHARES BEGINS FRIDAY
QUARTERLY DIVIDEND DECLARED
MINNEAPOLIS, Aug. 3, 1995--Jostens Inc. (NYSE: JOS) today reported fiscal
1995 net income of $50.4 million, or $1.11 per share, compared with a loss of
$16.2 million, or 36 cents per share, in fiscal 1994.
From continuing operations Jostens earned $55.9 million, or $1.23 per share,
in the fiscal year ended June 30, compared with $28 million, or 61 cents per
share, a year earlier.
Sales from continuing operations in fiscal 1995 were $665.1 million, compared
with $649.9 million in 1994.
Reported results reflect the June 1995 sale of the company's Jostens Learning
unit and the anticipated sale of the Wicat Systems business, both of which are
treated as discontinued operations in Jostens' 1994 and 1995 financial
statements.
Jostens also announced that it will repurchase up to 6.1 million shares
through a Modified Dutch Auction tender offer that begins tomorrow.
Shareholders will have until Sept. 1 to tender shares in a price range of
$21.50 to $24.50 per share. The repurchase will be funded primarily from the
company's cash balance, which was $173.5 million at fiscal year-end.
In addition, the company's board of directors today declared a 22-cent
dividend, payable Sept. 1, 1995, to shareholders of record at the close of
business Aug. 15, 1995.
The company's earnings improvement reflects the success of efforts to refocus
on core businesses, streamline operations and position the company for future
growth, said Robert C. Buhrmaster, president and chief executive officer.
"In the last two years, we've taken some difficult but necessary steps to put
Jostens back in fighting trim," Buhrmaster said. "Our first objective was to
restore earnings to acceptable levels, which we accomplished in 1995. We are
now working on the next objective--to achieve and sustain profitable sales
growth."
1995 BUSINESS SUMMARY
SCHOOL PRODUCTS SEGMENT. Sales for the year were $565 million, compared with
$546.2 million in 1994. Operating profit in this segment, which comprises class
rings, yearbooks, graduation products, school photography and Jostens Canada,
improved from $73.5 million a year earlier.
"Our school businesses continued to demonstrate financial strength, with
strong profitability gains for the second straight year," Buhrmaster said.
"Through new marketing initiatives, we increased sales of high school and
college class ring units for the first time in a dozen years, improved student
buy rates in graduation products and expanded market share in yearbooks."
In addition, he said, the photography business returned to profitability as a
result of a plant consolidation and restructuring program.
<PAGE>
RECOGNITION SEGMENT. Sales for the year were $100.1 million, compared with
$103.7 million in 1994. Operating profit declined from a record $9.5 million in
1994. Minor erosion in product mix and margins, some account losses and other
charges caused a slowdown from 1994's record performance in this segment, which
provides service and business achievement awards to companies.
"The fundamental market for Recognition remains good, and we are now focused
on improving internal efficiency and more closely evaluating market
opportunities in this business," Buhrmaster said.
FOURTH-QUARTER SUMMARY
Jostens reported net income of $28.8 million, or 64 cents per share, compared
with a loss of $24.3 million, or 54 cents per share, in the year-earlier
period. The company earned $30.5 million, or 67 cents per share, from
continuing operations in the quarter, an increase from $20.4 million, or 44
cents per share, a year earlier.
Companywide sales were $270.4 million, up 4 percent from $259.8 million in
the 1994 fourth quarter.
During the quarter, Jostens completed the sale of its Jostens Learning
curriculum software subsidiary to a group led by Bain Capital, Inc. for $50
million in cash, a $36 million note and a separate $4 million note convertible
into equity in Jostens Learning. Jostens retains, but will sell, Wicat Systems,
a computer-based aviation training division that had been part of Jostens
Learning. Both Wicat, which has about $11 million in annual sales, and Jostens
Learning are treated as discontinued operations. Jostens reported a loss from
discontinued operations of $4.9 million, or 11 cents per share, in fiscal 1995.
SHARE REPURCHASE DETAILS
At its meeting today, the company's board of directors approved a Modified
Dutch Auction tender offer to repurchase up to 6.1 million of its common shares
at a price not greater than $24.50 or less than $21.50.
In a Modified Dutch Auction, the company sets a price range, and holders have
an opportunity to specify prices within that range at which they are willing to
sell shares. After shares are tendered, the company selects a price and buys
shares at that price from holders who offered to sell at the selected price or
lower.
The offer is expected to begin tomorrow and close at 8 a.m. EDT Friday, Sept.
1, 1995, and is subject to the terms and conditions described in the offering
materials. Jostens currently has approximately 45.5 million shares outstanding.
"This repurchase program enables us to quickly and efficiently return to
shareholders cash received from the sale of businesses that don't fit our
strategy for the future," Buhrmaster said.
Shareholders of record Aug. 15 whose shares are purchased through the offer
will receive the dividend declared today, the company said.
Holders whose shares are purchased will save the normal transaction fees
associated with open-market sales.
The company is not making any recommendation to shareholders regarding the
tendering of shares, and said its directors and executive officers don't plan
to sell any shares under the offer.
The dealer manager for the offer is Goldman, Sachs & Co. and the information
agent is Morrow & Co. Shareholders may obtain further information by calling
Morrow at (800) 566-9061.
2
<PAGE>
Also today, the Jostens board nominated Jack Eugster, president and chief
executive officer of The Musicland Group, Inc., to fill a new board position.
Eugster will stand for election Oct. 26 at the Jostens annual meeting. The
election of Eugster would expand the board from six to seven members.
Minneapolis-based Jostens is a leading provider of products and services that
help people celebrate achievement, reward performance, recognize service and
commemorate experiences throughout their lives.
3
<PAGE>
Exhiibt 99(a)(10)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase, dated
August 4, 1995, and the related Letter of Transmittal. Capitalized terms not
defined in this notice are defined in the Offer to Purchase. The Offer is not
being made to, nor will the Company accept tenders from, holders of Shares in
any jurisdiction in which the Offer or its acceptance would violate that
jurisdiction's laws. The Company is not aware of any jurisdiction in which the
making of the Offer or the tender of Shares would not be in compliance with the
laws of such jurisdiction. In jurisdictions whose laws require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
the Company's behalf by Goldman, Sachs & Co.
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
JOSTENS, INC.
UP TO 6,100,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN
$24.50 NOR LESS THAN $21.50 PER SHARE
Jostens, Inc., a Minnesota corporation (the "Company"), invites its
shareholders to tender up to 6,100,000 shares of its Common Stock (the
"Shares"), to the Company, including the associated Common Stock Purchase
Rights (the "Rights"), at prices, net to the seller in cash, not greater than
$24.50 nor less than $21.50 per Share, specified by such shareholders, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
August 4, 1995 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which together constitute the "Offer"). Unless the Rights are
redeemed by the Company or become separately tradeable prior to the Expiration
Time (defined below), a tender of Shares will also constitute a tender of the
associated Rights. Unless the context requires otherwise, all references herein
to Shares shall include the associated Rights.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS SET FORTH IN THE
OFFER TO PURCHASE.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
8:00 A.M., NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 1, 1995,
UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION TIME").
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (not greater than $24.50 nor less than
$21.50) that it will pay for Shares properly tendered and not withdrawn
pursuant to the Offer (the "Purchase Price"), taking into account the number of
Shares so tendered and the prices specified by tendering shareholders. The
Company will select the Purchase Price that will allow it to purchase 6,100,000
Shares (or such lesser number as are properly tendered and not withdrawn at
prices not greater than $24.50 nor less than $21.50 per Share) pursuant to the
Offer. All Shares properly tendered prior to the Expiration Time at prices at
or below the Purchase Price and not withdrawn will be purchased at the Purchase
Price, net to the seller in cash, upon the terms and subject to the conditions
of the Offer, including the proration terms described below. For purposes of
the Offer, the Company will be deemed to have accepted for payment (and thereby
purchased), subject to proration, Shares that are properly tendered at or below
the Purchase Price and not withdrawn when, as and if it gives oral or written
notice to the Depositary of its acceptance of such Shares for payment pursuant
to the Offer. In all cases, payment for Shares tendered and not withdrawn and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares (or of a timely
confirmation of a book-entry transfer of such Shares into
<PAGE>
the Depositary's account at one of the Book-Entry Transfer Facilities (as
defined in the Offer to Purchase)), a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other documents required
by the Letter of Transmittal. Under no circumstances will the Company pay
interest on the Purchase Price. Shares tendered and purchased by the Company
will be entitled to the regular quarterly cash dividend to be paid by the
Company on September 1, 1995 to shareholders of record on August 15, 1995.
Upon the terms and subject to the conditions of the Offer, in the event that
prior to the Expiration Time more than 6,100,000 Shares (or such greater number
of Shares as the Company may elect to purchase pursuant to the Offer) are
properly tendered at or below the Purchase Price and not withdrawn, the Company
will accept Shares for purchase, in the following order of priority: (a) first,
all Shares properly tendered and not withdrawn by any Odd Lot Owner (as defined
in the Offer to Purchase) who tenders all such Shares beneficially owned by
such Odd Lot Owner at or below the Purchase Price (partial tenders will not
qualify for this preference) and who completes the box captioned "Odd Lots" on
the Letter of Transmittal and, if applicable, on the Notice of Guaranteed
Delivery, and (b) then, after purchase of all of the foregoing Shares, all
other Shares properly tendered at or below the Purchase Price before the
Expiration Time (and not withdrawn) on a pro rata basis.
The Company is making the Offer because its Board of Directors believes it is
appropriate to provide value to shareholders in the form of cash resulting from
the sale of businesses that no longer fit with the Company's strategic
direction. The Board also believes that, given the Company's business, assets
and prospects and the current market price of the Shares, the purchase of
Shares pursuant to the Offer is an attractive investment for the cash generated
as well as the Company's available borrowing capacity. In addition, the Offer
provides shareholders who are considering a sale of all or a portion of their
Shares the opportunity to determine the price or prices (not greater than
$24.50 nor less than $21.50 per Share) at which they are willing to sell their
Shares and, if any such Shares are purchased pursuant to the Offer, to sell
such Shares for cash without the usual transaction costs associated with open-
market sales.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
SHAREHOLDERS MUST MAKE THEIR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR OFFICERS
INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
The Company reserves the right, at any time or from time to time, in its sole
discretion, to extend the period of time during which the Offer is open by
giving notice of such extension to the Depositary and making a public
announcement thereof. Subject to certain conditions set forth in the Offer to
Purchase, the Company also expressly reserves the right to terminate the Offer
and not accept for payment any Shares not theretofore accepted for payment.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Time and, unless theretofore accepted for payment by the
Company, may also be withdrawn after 12:00 midnight, New York City time, on
September 29, 1995. For a withdrawal to be effective, the Depositary must
timely receive a written, telegraphic or facsimile transmission notice of
withdrawal. Such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder (if different from that of the person who
tendered such Shares). If the certificates have been delivered or otherwise
identified to the Depositary, then prior to the release of such certificates,
the tendering shareholder must also submit the serial numbers of the particular
certificates evidencing the Shares to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution (except in
the case of Shares tendered by an Eligible Institution). If Shares have been
tendered pursuant to the procedure for book-entry transfer set forth in the
Offer to Purchase, the notice of withdrawal must specify the name and number of
the account at the applicable Book-Entry Transfer Facility to be credited with
the withdrawn Shares and otherwise comply with the procedures of such facility.
<PAGE>
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION, WHICH SHOULD BE READ BEFORE SHAREHOLDERS DECIDE WHETHER TO ACCEPT
OR REJECT THE OFFER AND, IF ACCEPTED, AT WHAT PRICE OR PRICES TO TENDER THEIR
SHARES. These materials are being mailed to record holders of Shares and are
being furnished to brokers, banks and similar persons whose names, or the names
of whose nominees, appear on the Company's shareholder list (or, if applicable,
who are listed as participants in a clearing agency's security position
listing) for transmittal to beneficial holders of Shares.
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated by reference in this Notice.
Copies of the Offer to Purchase and the Letter of Transmittal may be obtained
from the Information Agent or the Dealer Managers and will be furnished at the
Company's expense. Questions and requests for assistance may be directed to the
Information Agent or the Dealer Managers as set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
909 Third Avenue, 20th Floor
New York, New York 10022
(212) 754-8000
Toll Free (800) 566-9061
Banks and Brokerage Firms please call:
(800) 662-5200
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
In New York State: (212) 902-1000
Other Areas: (800) 323-5678 (toll-free)
August 4, 1995
<PAGE>
Exhibit 99(a)(11)
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>
<CAPTION>
- -------------------------------------------
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
- -------------------------------------------
<C> <S>
1. An individual's The individual
account
2. Two or more The actual owner
individuals (joint of the account
account) or, if combined
funds, any one
of the
individuals(1)
3. Custodian account of The minor(2)
a minor (Uniform Gift
to Minors Act)
4. (a) The usual The grantor-
revocable savings trustee(1)
trust account
(grantor is also
trustee)
(b) So-called trust The actual
account that is owner(1)
not a legal or
valid trust under
State law
5. Sole proprietorship The owner(3)
account
- -------------------------------------------
<CAPTION>
- -------------------------------------------
GIVE THE
FOR THIS TYPE OF ACCOUNT: EMPLOYER
IDENTIFICATION
NUMBER OF--
- -------------------------------------------
<C> <S>
6. A valid trust, The legal entity
estate, or pension (Do not furnish
trust the identifying
number of the
personal
representative
or trustee
unless the legal
entity itself is
not designated
in the account
title.)(4)
7. Corporate account The corporation
8. Religious, The organization
charitable, or
educational
organization account
9. Partnership The partnership
10. Association, club or The organization
other tax-exempt
organization
11. A broker or The broker or
registered nominee nominee
12. Account with the The public
Department of 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) Show the name of the owner. You may also enter your business name. You may
use your Social Security Number or Employer Identification Number.
(4) 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>
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 ALL payments include
the following:
.A corporation.
.A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any 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 exempt charitable remainder trust or a non-exempt trust described in
section 4947(a)(1).
. 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 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 pro-
vided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends un-
der section 852).
. Payments described in section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
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, inter-
est, or other payments to give taxpayer identification numbers to payers who
must report the payments to IRS. IRS uses the numbers for identification pur-
poses. Payers must be given the numbers whether or not recipients are required
to file tax returns. Payers must generally withhold 31% of taxable interest,
dividend, and certain other payments to a payee who does not furnish a tax-
payer 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 reason-
able 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 im-
prisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
2
