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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
AMENDMENT NO. 1
(FINAL AMENDMENT)
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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Jostens, Inc., a Minnesota corporation (the "Company"), hereby amends its
Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") filed with the
Securities and Exchange Commission on August 4, 1995 with respect to its offer
to purchase up to 6,100,000 shares of common stock, par value $.33 1/3 per
share, including the associated Common Stock Purchase Rights (the "Shares"), 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").
ITEM 8. ADDITIONAL INFORMATION.
The response to Item 8(e) of the Statement is hereby supplemented and amended
as follows:
On September 1, 1995, the Company issued a press release announcing the
preliminary results of the Offer, which expired at 8:00 a.m., New York City
time, on September 1, 1995, and on September 15, 1995 the Company issued a
press release announcing the final results of the Offer. Pursuant to the
Offer, the Company purchased 7,011,108 Shares at a price of $24.00 per
Share. Copies of these press releases are attached hereto as Exhibits
(a)(12) and (a)(13) and are incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Form of Press Release issued by the Company dated September 1,
1995.
(a)(13) Form of Press Release issued by the Company dated September 15,
1995.
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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: September 15, 1995
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INDEX TO EXHIBITS
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ITEM DESCRIPTION PAGE
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(a)(12) Form of Press Release issued by the Company dated September 1,
1995..........................................................
(a)(13) Form of Press Release issued by the Company dated September 15,
1995..........................................................
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Exhibit (a)(12)
[LOGO] CONTACT: Media/Investors: Kevin Whalen
(612) 830-3251
Investors: Tim Hassett
(612) 830-4745
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FOR IMMEDIATE RELEASE
JOSTENS ANNOUNCES PRELIMINARY TENDER OFFER RESULTS;
COMPANY EXPECTS TO BUY MORE THAN 7 MILLION SHARES AT $24
MINNEAPOLIS, Sept. 1, 1995 - Jostens Inc. (NYSE: JOS) said today that, based
on a preliminary count, it expects to purchase 7,011,437 shares of its common
stock for $24 per share, the maximum allowed under the terms of a Modified Dutch
Auction tender offer that expired this morning.
The number of shares expected to be purchased includes 3,041,744 shares
tendered pursuant to guaranteed delivery, the company said.
The preliminary count by Norwest Bank Minnesota, N.A., depositary for the
offer, indicated that 9,217,107 shares were tendered and not withdrawn at or
below the $24 purchase price, which was selected by the company. As a result of
the oversubscription, the number of shares actually purchased from each
tendering shareholder will be prorated. The preliminary proration factor is 76.1
percent.
Last month, Jostens said it would purchase up to 6.1 million shares at a
price ranging from $21.50 to $24.50. Jostens is exercising its right to
increase the number of shares purchased to the maximum permitted by the offer,
which expired at 8 a.m. EDT.
The number of shares to be purchased and the purchase price are subject to
final verification that all shares tendered and not withdrawn have been properly
delivered. Payment for shares accepted for purchase will be made as soon as
practicable. All shares tendered and not purchased by the company will be
returned promptly to shareholders.
The shares expected to be purchased represent 15.4 percent of the 45.5
million shares outstanding immediately prior to the offer. After purchasing the
shares, Jostens will have about 38.5 million shares outstanding.
-more-
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[LETTERHEAD OF JOSTENS]
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JOSTENS TO PURCHASE MORE THAN 7 MILLION SHARES.../2
Over the last two years, the company has divested businesses that no longer
fit its strategic direction, including the sale of the Jostens Learning business
in June. Jostens is funding the share repurchase from its cash balance and from
short-term borrowings.
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. The company had fiscal 1995
sales of $665 million.
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Exhibit(a)(13)
Media/Investors: Kevin Whalen
(612) 830-3251
Investors: Tim Hassett
(612) 830-4745
FOR IMMEDIATE RELEASE
JOSTENS COMPLETES SELF-TENDER OFFER
WITH PURCHASE OF MORE THAN 7 MILLION SHARES
MINNEAPOLIS, Sept. 15, 1995 -- Jostens Inc. (NYSE: JOS) said today it
completed the purchase of 7,011,108 shares of its common stock for $24 per
share, the maximum number of shares available for purchase under the terms of a
Modified Dutch Auction tender offer that expired Sept. 1.
Jostens said 9,171,848 shares were validly tendered at or below the $24
purchase price selected by the company, resulting in an oversubscription. Under
the terms of the offer, 6,947,469 of the shares were purchased subject to a
final proration factor of 76.28 percent. The remaining 63,639 shares purchased
were from holders of fewer than 100 shares; under the terms of the offer,
odd-lot shares were not subject to proration.
Payment for the shares was made today, Jostens said. Shares that were
tendered but not repurchased will be returned to shareholders no later than
Monday.
Jostens had offered to purchase up to 6.1 million shares at a price ranging
from $21.50 to $24.50. The company elected to increase the number of shares
purchased to the maximum allowed.
The shares purchased represent 15.4 percent of the 45.5 million shares
outstanding immediately prior to the offer. Jostens will now have about 38.5
million shares outstanding.
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. The company had fiscal 1995
sales of $665 million.
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