JOSTENS INC
8-K, 2000-04-14
JEWELRY, PRECIOUS METAL
Previous: INVESTMENT PROPERTIES ASSOCIATES, 10-K, 2000-04-14
Next: KANSAS CITY SOUTHERN INDUSTRIES INC, 10-K, 2000-04-14



<PAGE>

                UNITED STATES 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): April 14, 2000




                          Commission file number 1-5064




                                  Jostens, Inc.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


Minnesota                                41-0343440
- ----------------------------------       ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification number)
incorporation of organization)

5501 Norman Center Drive, Minneapolis, Minnesota      55437
- ------------------------------------------------      --------------------------
(Address of principal executive offices)              (Zip code)


Registrant's telephone number, including area code: (952) 830-3300
<PAGE>

Item 1.  Changes in Control of the Registrant

     (a)  Not applicable.

     (b)  On April 14, 2000, Jostens announced that it would hold a special
          meeting of shareholders on Tuesday, May 9, 2000, at 10:00 a.m. to vote
          on the proposed merger of Jostens with a company controlled by
          Investcorp, a global investment group, and its co-investors.
          Additionally, the special proxy in connection with the said special
          meeting of shareholders was mailed on April 7, 2000. A copy of the
          press release dated April 14, 2000, is attached as Exhibit 99.1 hereto
          and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

     (c)  Exhibits

          Exhibit No.   Description
          -----------   -----------
          99.1          Press release issued by Jostens on April 14, 2000
                        announcing the date of the special meeting of
                        shareholders and the mailing of the proxy statement in
                        connection therewith.

                                       2
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       JOSTENS, INC.
                                       Registrant


Date:  April 14, 2000                  By  /s/ William N. Priesmeyer
                                           -------------------------------------
                                           William N. Priesmeyer
                                           Senior Vice President and Chief
                                           Financial Officer (Chief
                                           Accounting Officer)


                                       3
<PAGE>

                                  EXHIBIT INDEX


Exhibit       Description
- -------       -----------
99.1          Press release issued by Jostens on April 14, 2000 announcing the
              date of the special meeting of shareholders and the mailing of the
              proxy statement in connection therewith.

<PAGE>

                                                                    Exhibit 99.1



                                                         Contact:  Lynda Nordeen
                                                                  (952) 830-3361

FOR IMMEDIATE RELEASE


                   JOSTENS TO HOLD SPECIAL SHAREHOLDER MEETING

          Shareholders to Vote on Proposed Transaction with Investcorp

Minneapolis, April 14, 2000-- Jostens, Inc. (NYSE: JOS) today announced that it
would hold a special meeting of shareholders on Tuesday, May 9, 2000, at 10
a.m., in the Jostens Auditorium, 5501 Norman Center Drive, Minneapolis, Minn.

     The meeting has been called to allow shareholders to vote on the proposed
merger of Jostens into a company controlled by Investcorp, a global investment
group, and its co-investors. Shareholders of record at the close of business on
March 20, 2000, are entitled to notice of and to vote on the proposed merger. A
proxy statement was filed on April 7, 2000, and has been mailed to shareholders
of record. There were 33,327,209 shares outstanding at the record date.

     The proposed transaction, in which Jostens' shareholders will receive
$25.25 per share in cash for approximately 98 percent of the company's
outstanding shares, was approved by Jostens' Board of Directors and announced in
December 1999.

     Jostens is a leading provider of products, programs and services that help
people celebrate important moments, recognize achievements and build
affiliation. The company's products include yearbooks, class rings, graduation
products, school photography, employee and achievement awards, and products for
athletic departments and their fans. Jostens had 1999 sales of $782 million.

                                      -30-


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission