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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 23, 1998
JOSTENS, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 1-5064 41-0343440
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
5501 Norman Center Drive
Minneapolis, Minnesota 55437
(Address of principal executive offices)
(Zip Code)
(612) 830-3300
(Registrant's telephone number, including area code)
EXHIBIT INDEX LOCATED AT PAGE 6
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ITEM 5. OTHER EVENTS.
On July 23, 1998, the Board of Directors (the "Board") of Jostens, Inc.
(the "Company"), declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock of the par value of $.33-1/3
per share (the "Common Shares") of the Company. The dividend is payable on
August 19, 1998 (the "Record Date") to shareholders of record at the close of
business on that date.
The description that follows of the terms of the share rights plan (the
"Plan") contained in the Rights Agreement (the "Rights Agreement") dated as of
July 23, 1998 between the Corporation and Norwest Bank Minnesota, N.A., as
Rights Agent (the "Rights Agent"), and of the Rights issued thereunder (the
"Rights") is a general description only and does not purport to be complete.
DESCRIPTION OF THE PLAN AND THE RIGHTS
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $1.00 (the "Preferred Shares"), of the Company at a price of $90.00
per one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement").
Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate certificates evidencing the
Rights ("Rights Certificates") will be distributed. The Rights will separate
from the Common Shares and a Distribution Date will occur upon the earlier of
(i) ten (10) days following public disclosure that a person or group of
affiliated or associated persons has become an "Acquiring Person" (as defined
below), or (ii) ten (10) days (or such later date as the Board shall determine)
following the commencement of a tender offer or exchange offer that would result
in a person or group becoming an "Acquiring Person." Except as set forth below,
an "Acquiring Person" is a person or group of affiliated or associated persons
who has acquired beneficial ownership of 20% or more of the outstanding Common
Shares. The term "Acquiring Person" excludes (i) the Company, (ii) any
subsidiary of the Company, (iii) any employee benefit plan of the Company or any
subsidiary of the Company, (iv) any person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan, and
(v) any person holding Common Shares issued to that person by the Company in a
transaction approved in advance by a the Board of Directors, including a
majority of the Independent Directors (as defined below).
The Rights are not exercisable until the occurrence of the Distribution
Date. Until the occurrence of the Distribution Date, (i) the Rights will be
evidenced by the Common Shares certificates and will be transferred with and
only with such Common Shares certificates, (ii) new Common Shares certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference, and (iii) the surrender for transfer of any certificates
for Common Shares outstanding will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificates.
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As soon as practicable after the occurrence of the Distribution Date,
Rights Certificates will be mailed to holders of record of the Common Shares as
of the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. The Rights will expire at
the close of business on August 19, 2008, unless extended or earlier redeemed by
the Company as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) if holders of the Preferred Shares are granted certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above). With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price. No fractional Rights will be issued
and, in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading date prior to the date of
exercise.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a share of
Preferred Shares purchasable upon exercise of each Right should approximate the
value of one share of Common Shares. Shares of Preferred Shares purchasable upon
exercise of the Rights will not be redeemable. Each share of the Preferred
Shares will be entitled to a quarterly dividend payment of 100 times the
dividend declared per share of Common Shares. Each share of Preferred Shares
will have 100 votes, voting together with the shares of Common Shares. These
rights are protected by customary antidilution provisions.
In the event that, at any time following the Distribution Date, a
person becomes an Acquiring Person, each holder of a Right will thereafter have
the right to receive, upon exercise of the Right, Common Shares (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void and nontransferable and any holder of any such Right (including any
purported transferee or subsequent holder) will be unable to exercise or
transfer any such Right.
In the event that, at any time following the Distribution Date, the
Company is acquired in certain merger or other business combination transactions
or 50% or more of the Company's assets or earning power is sold, mortgaged or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common shares of the acquiring company having a value equal to two
times the exercise price of the Right.
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At any time until ten days following the Shares Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price (the
"Redemption Price") of $.001 per Right by resolution of a committee of the Board
of Directors (composed exclusively, of Independent Directors and only if the
Independent Directors constitute a majority of the directors then in office).
"Independent Director" means (i) a member of the Board of Directors of the
Company as of the date of this Agreement who is not an employee of the Company
and (ii) any successor to an Independent Director if the successor was
recommended for election by a majority of the Independent Directors or elected
to succeed an Independent Director by a majority of the Independent Directors.
In no event shall an Independent Director be an Acquiring Person, an Affiliate
or Association of an Acquiring Person or a representative or nominee of an
Acquiring Person or of any such Affiliate or Associate.
At any time after a Person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights for Common Shares at an exchange ratio per
Right equal to the result obtained by dividing the exercise price of a Right by
the current per share market price of the Common Shares, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common shares of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by
resolution of the Company's Board of Directors (provided that such resolution is
approved by a majority of the Independent Directors and only if the Independent
Directors constitute a majority of the directors then in office) prior to the
Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended by resolution of the Company's Board of Directors
(provided that such resolution is approved by a majority of the Independent
Directors and only if the Independent Directors constitute a majority of the
directors then in office) in order to make changes which do not adversely affect
the interests of holders of Rights (excluding the interests of any Acquiring
Person or its affiliates or associates).
A copy of the Rights Agreement will be filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement of Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
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ITEM 7. EXHIBITS.
1. Form of Rights Agreement, dated as of July 23, 1998 between
Jostens, Inc. and Norwest Bank Minnesota, N.A.;
2. Press Release dated as of July 23, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on it behalf by the
undersigned, thereunto duly authorized.
JOSTENS, INC.
/s/Robert C. Buhrmaster
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Date: August 5, 1998 By: Robert C. Buhrmaster,
Chairman of the Board,
President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT NO.
1. Form of Rights Agreement, dated as of July 23, 1998 between
Jostens, Inc. and Norwest Bank Minnesota, N.A., as Rights
Agent, incorporated by reference from the Company's
Registration Statement on Form 8-A dated as of August 3, 1998.
2. Press Release dated July 23, 1998.
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Exhibit 99.2
[JOSTENS LOGO]
Heide Erickson, Investors
Kevin Whalen, Media
(612) 830-3336
FOR IMMEDIATE RELEASE
JOSTENS REPLACES SHAREHOLDER RIGHTS PLAN
MINNEAPOLIS, July 23, 1998 - The Jostens Inc. (NYSE: JOS) board of
directors today adopted a new shareholder rights plan to replace a 1988 plan
that expires next month.
As part of the new plan, the board declared a dividend distribution of
one preferred share purchase right on each outstanding share of Jostens common
stock. The dividend distribution will occur Aug. 19, 1998, payable to
shareholders of record on that date. The rights will expire Aug. 19, 2008, and
the rights distribution is not taxable to shareholders.
The plan will continue to ensure that all shareholders are treated
fairly and equally in the event of a hostile takeover attempt, the company said.
"In renewing our shareholder rights plan, the board carefully
considered input from our shareholders, as well as from our investment bankers,"
said Robert C. Buhrmaster, chairman, president and chief executive officer. "We
determined that having this plan will ensure the ability of the board to protect
Jostens shareholders from unfair treatment by an acquirer and will enable
shareholders to realize the value of their investment in the company.
"The rights plan will not prevent a takeover, and it has not been
adopted in response to any specific effort to gain control of Jostens," he said.
The new plan includes several changes from the current plan, including
an accompanying board resolution providing for periodic review of the plan by
the company's independent directors. In addition, only the independent directors
have authority to redeem the rights.
Details of the new plan follow.
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JOSTENS REPLACES RIGHTS PLAN/page2
One preferred share purchase right for each share of common stock
outstanding will be granted to shareholders of record Aug. 19. The rights will
be exercisable only if a person or group acquires at least 20 percent of Jostens
common stock or announces a tender offer, the consummation of which would result
in a person or group owning at least 20 percent of the common stock. Each right
will entitle stockholders to buy 1/100 of a share of a new series of junior
participating preferred stock at an exercise price of $90.
If a person or group acquires at least 20 percent of Jostens common
stock, each right will entitle its holder (other than the acquiring person or
group) to purchase, at the right's then-current exercise price, a number of
Jostens common shares having a market value of twice the exercise price. In
addition, if Jostens is acquired in a merger or other business combination
transaction after a person has acquired at least 20 percent of the company's
common stock, each right will entitle its holder to purchase, at the right's
then-current exercise price, a number of the acquiring company's common shares
having a market value of twice the exercise price.
If a person or group acquires at least 20 percent and less than 50
percent of the company's common stock, the board of directors may exchange the
rights (other than the rights owned by the acquiring person or group), in whole
or in part, for the number of shares of common stock per right as could be
purchased at the then-current exercise price.
Before a person or group acquires at least 20 percent of the company's
stock, the rights are redeemable for 1/10 of a cent per right at the option of a
committee of the board composed exclusively by the company's independent,
non-employee directors.
Minneapolis-based Jostens is a leading provider of products and
services that help people celebrate life's most important moments. The company's
products include yearbooks, class rings, graduation products, school photography
and business service and achievement awards. The company had 1997 sales of
$742.5 million.
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