UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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NASHUA CORPORATION
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(Name of Registrant as Specified In Its Charter)
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[Letterhead of Nashua Corporation]
April 20, 2000
Dear Fellow Shareholder:
I am pleased to let you know that on April 17th we completed Nashua's
acquisition of Rittenhouse Paper Company.
RITTENHOUSE MAKES NASHUA A SIGNIFICANTLY MORE VALUABLE AND ATTRACTIVE
COMPANY. We are now the #1 player in the high-growth specialized direct
thermal paper market with a superb platform for enhanced financial
performance and shareholder returns. Identified operational and management
synergies are readily achievable. Nashua's 2000 earnings are estimated to
increase on an annualized basis by approximately $0.37 per share. In 2001,
Rittenhouse will add approximately $0.77 per share.* Nashua's revenues will
nearly double to more than $300 million and our growth rate will be
enhanced substantially. We'll also be better positioned to meet customer
needs, and with Andy Albert as our new president and chief operating
officer, we have added a proven industry leader with 17 years of experience
to Nashua's management team.
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* Further information regarding these estimates and the assumptions on
which they are based is contained in Nashua's filing with the Securities
and Exchange Commission, filed on April 7, 2000 on Schedule 14A. This
filing is available at no charge from the Commission's web site at
www.sec.gov. If you would prefer to receive a copy by mail, please call
our proxy solicitor, Corporate Investor Communications, Inc., toll-free
at (888) 238-1257.
DESPITE THIS TRANSFORMING EVENT, A SMALL GROUP OF OPPORTUNISTIC
SHAREHOLDERS FORMED BY NEWCASTLE PARTNERS IS TRYING TO GAIN CONTROL OF
NASHUA AND DISMANTLE THIS COMBINATION -- WHILE ADMITTING THEY DON'T KNOW
ANYTHING ABOUT NASHUA'S BUSINESS. DOES IT MAKE SENSE TO LET THEM TRY TO
UNWIND THE RITTENHOUSE TRANSACTION AT GREAT EXPENSE, DISRUPT MANAGEMENT OR
IN ANY WAY SLOW DOWN THE REALIZATION OF SYNERGIES? We don't think so. The
Rittenhouse transaction was carefully conceived, evaluated and negotiated
over the last nine months by Nashua's management and board of directors,
with the assistance of Lazard Freres. Many alternatives for creating
shareholder value were considered. Rittenhouse was clearly the best.
Newcastle, which only recently purchased about 2.5% of Nashua's shares --
has already forced Nashua into an expensive proxy fight. Indeed, they
launched the proxy fight only days after their first share purchase. Now,
they want a so-called "review" which would only delay achievement of the
Rittenhouse synergies, potentially disrupt management and employees and
create concerns for customers who believe that the new Nashua is a much
more attractive supplier.
NEWCASTLE IS BEING OPPORTUNISTIC IN TRYING TO INTERVENE JUST AS NASHUA'S
DIFFICULT FOUR-YEAR TURNAROUND IS ABOUT TO COME TO FRUITION. In 1995,
before I joined the company, Nashua lost $20.1 million and had $69 million
in debt, which was in default. The company had been caught in some
difficult businesses that had quickly become commoditized in very rapidly
changing markets. NASHUA'S CURRENT BOARD TOOK ACTION. Over the last four
years, your board and I, along with our financial advisers, have worked
hard to turn Nashua around under difficult circumstances - including
operating in a stock market environment that has ignored small, old-line
companies. We divested four non-strategic businesses and several product
lines and invested in retooling core manufacturing capability -- not just
to upgrade machinery, but also literally to ensure Nashua's survival. We
eliminated $68 million in debt and returned $14 million to shareholders
through a share buy back. By 1999, Nashua's EBITDA had improved by $28.7
million, from the negative $20.1 million in 1995 to a positive $8.6 million
in 1999. Gross operating margin improved from 14.3% in 1995 to 24% in 1999,
SG&A expenses were cut by more than $5 million, and sales of new products
have increased from 3% to 21% of total sales.
YOUR BOARD'S ACTIONS HAVE BEEN GROSSLY MISCHARACTERIZED BY NEWCASTLE - TWO
OF WHOSE PROPOSED DIRECTORS OWN NO NASHUA STOCK, AND ONE WHO OWNS ONLY 100
SHARES. Your independent Board has worked diligently to turn Nashua around
and to position Nashua for value. It is also important to note that the
Board has, for the last four years during Nashua's turnaround, received its
annual fees ($15,000 annually per director) all in Nashua stock. The
interests of Nashua's current Board and management - who own collectively
8.6% of Nashua's shares -- are very much aligned with all shareholders.
Furthermore, based on the prospects of the combined entity under the
leadership of the current Board, Andy Albert has stated that he intends to
buy at least 50,000 Nashua shares when free of insider restrictions.
Between those shares and his earn out from the Rittenhouse transaction,
Andy has every incentive to work in your best interests - as do I and the
other Nashua directors.
Nashua's Board has already carefully evaluated on various occasions - with
the help of outside financial advisers -- nearly all of the alternatives
floated by an uninitiated Newcastle. And, as you know, your Board has
committed to be bound by a vote at the annual meeting on a proposal made by
GAMCO Investors, Inc. to redeem the Preferred Stock Purchase Rights issued
in July 1996, if supported by the majority of shareholders. The Board's
decision not to eliminate the Rights plan when it was proposed two years
ago was based on the Board's well-considered belief - supported by input
from financial and legal advisers -- that raising the threshold to 20% was
both responsive to shareholders and an appropriate compromise given that
stage in the company's turnaround. At that time, the Board also authorized
the first of two stock buy-backs in response to shareholder requests.
ARE WE HAPPY WITH NASHUA'S STOCK PERFORMANCE THROUGH A DIFFICULT
TURNAROUND? NO. While there are many reasons for Nashua's share performance
- - many beyond our control -- we are not making excuses. Our job is to do
the thoughtful analysis - something Newcastle admits it has not done - and
to take the right steps to deliver value. As one of Nashua's larger
shareholders, I have felt the pain personally over the last few years. The
opportunistic Newcastle has not. I am convinced we are on the right track.
NEWCASTLE OFFERS ONLY DELAY, INCREASED COST AND DISRUPTION AT A TIME WHEN
WE -- AND YOU -- SHOULD BE REALIZING THE RESULTS OF FOUR YEARS OF EFFORT. I
urge you not to turn over Nashua to a cynical and self-serving Newcastle.
YOU HAVE MUCH TO GAIN AND NOTHING TO LOSE BY SUPPORTING NASHUA'S CURRENT
BOARD OF DIRECTORS. Nashua is a much different company than it was only a
week ago. DON'T DERAIL OUR INCREASING MOMENTUM. And keep in mind that, if
the majority of shareholders decide to redeem the Preferred Stock Purchase
Rights plan, any investor can buy as many Nashua shares on the open market
as they want. NEWCASTLE WILL BE FREE TO PUT ITS MONEY WHERE ITS MOUTH IS.
WE STRONGLY OPPOSE NEWCASTLE PARTNERS' ATTEMPT TO TAKE CONTROL OF NASHUA ON
THE CHEAP. Please don't give it to them.
We urge you to give our materials your careful attention. If you received
any materials from Newcastle Partners, L. P., WE STRONGLY RECOMMEND THAT YOU
DO NOT SIGN ANY PROXY CARD FROM NEWCASTLE PARTNERS.
SIGN AND RETURN THE WHITE PROXY CARD.
Your vote is extremely important to ensure that Nashua maintains the
experienced and independent board and management already in place. We are
committed to delivering shareholder value. Please vote your WHITE proxy
card today and mail it using the enclosed postage-paid envelope.
Thank you for your continued loyalty and support.
Sincerely,
/s/ Gerald G. Garbacz
Gerald G. Garbacz
Chairman and Chief Executive Officer
On Behalf of the Board of Directors
IF YOU HAVE QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE
CALL CORPORATE INVESTOR COMMUNICATIONS, INC. TOLL-FREE AT (888) 238-1257.
FORWARD LOOKING STATEMENTS
This shareholder letter contains forward-looking statements as that term is
defined in the private Securities Litigation Reform Act of 1995. When used
in this letter, the words "will be," "estimated," "expected,"
"anticipated," "readily" and similar expressions are intended to identify
such forward-looking statements. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to
differ materially from those anticipated. Such risks and uncertainties
include, but are not limited to, failure to achieve anticipated synergies,
the Company's future capital needs and resources, fluctuations in customer
demand, intensity of competition from other vendors, timing and acceptance
of new product introductions, delays or difficulties in programs designed
to increase sales and profitability, general economic and industry
conditions, the settlement of various tax issues, and other risks set forth
in the Company's filings with the Securities and Exchange Commission.
Estimates and projections contained herein, including forward-looking
forecasts of potential future revenues, expenses and synergies were
prepared in the ordinary course of Nashua's business and in connection with
its acquisition of Rittenhouse and, as such, are not necessarily in
accordance with generally accepted accounting principles. They reflect
judgments made as of the date of such estimates. Actual results will
inevitably vary. Nashua has presented these estimates in this presentation
solely to inform stockholders of the Company's analyses in connection with
Nashua's April 25, 2000 annual stockholders meeting (the "Annual Meeting").
Investors should consider the cautionary statements contained herein if
considering these forward-looking statements prior to the Annual Meeting.
Nashua undertakes no obligation whatsoever to update publicly any of these
estimates after April 25, 2000 and has no intention of doing so.
