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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Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
NASHUA CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[ ] Fee paid previously with preliminary materials.
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[Letterhead of Nashua Corporation]
FOR IMMEDIATE RELEASE
Contact: Paul Verbinnen/Judy Brennan
Sard Verbinnen & Co.
212-687-8080
NASHUA CORPORATION CITES IMPORTANCE OF RITTENHOUSE INTEGRATION, RISKS IF
DISSIDENTS ELECTED
Value of Rittenhouse Acquisition Could Be Jeopardized
_________________
NASHUA, N.H, APRIL 24, 2000 -- Gerald G. Garbacz, Nashua's Chairman
and Chief Executive Officer, today issued the following statement:
"Tomorrow's election for control of Nashua Corporation is probably the
single most important shareholder decision in Nashua's 150 year history.
Because a full understanding of the transforming events of last week are
critical to casting an informed vote, and because the legal documentation
of those events is lengthy, complex and could not be made publicly
available until last week, I want to emphasize the following key points:
1. Last Monday, April 17, Nashua acquired Rittenhouse Paper Company for
$57 million in cash plus a contingent payment of up to $6 million
based on combined results of operations of the Nashua and Rittenhouse
businesses for the current calendar year. This acquisition nearly
doubled Nashua's revenues and will significantly increase
profitability as soon as the available synergies can be realized. To
assist in that realization, Andrew Albert, who had been CEO of
Rittenhouse, joined Nashua as President and Chief Operating Officer,
and is to become a director of Nashua following the Annual Meeting.
2. The purchase of Rittenhouse was financed in part from Nashua's cash
reserves and in part by a secured loan of $55 million from Fleet Bank
- NH and LaSalle Bank, consisting of a $20 million term loan and a $35
million revolving loan. Nashua utilized $35 million to complete the
Rittenhouse transaction.
3. The value to Nashua of the Rittenhouse acquisition is premised on the
ability of the managements of the two companies to integrate their
businesses into a single much more efficient, effective and profitable
company. This activity will require months of intense effort by
management operating together as a team, with the guidance of a
knowledgeable and supportive board of directors. Not only are there
challenging internal integration issues to be resolved, but Nashua
must maintain and strengthen relationships with key customers and
suppliers. Nashua's lenders recognized the importance of this team
approach and provided in the loan agreement that any change of control
of the Nashua board will be an event of default. Such a default could
enable the lending banks to accelerate repayment of the $35 million
now outstanding, or refuse to grant additional borrowing under the $55
million loan. Nashua's charter severely restricts the board's ability
to pledge additional assets to secure additional borrowing.
4. Change of control of the Nashua board would have a number of other
consequences that could adversely affect Nashua's ability to realize
the benefits of the Rittenhouse acquisition and could impose
significant unbudgeted costs on Nashua. For example, any sale of
Nashua prior to January 1, 2001 possibly could accelerate $5 million
of the Rittenhouse contingent purchase price. In addition,
Mr. Albert's 100,000 shares of Nashua restricted stock, which now vest
over three years, would vest in full upon a change of control,
possibly reducing his incentive to remain with the Company. Other
members of Nashua's senior management, including Mr. Albert, have
severance agreements providing for substantial "parachute payments"
under certain circumstances following a change of control.
For all of these reasons, now is not the time to put control of Nashua
in the inexperienced hands of the nominees of the dissident so-called Value
Realization Committee. None of them has any experience in our industry.
Now is the time for effective action to achieve the value inherent in the
Rittenhouse acquisition and the new Nashua. On an ongoing basis we welcome
our shareholders' participation on how well we have succeeded in realizing
that value. But to now derail the dynamic and valuable Company we are just
beginning to create would be a tragic and costly mistake."
Nashua Corporation markets specialty imaging products and services to
industrial and commercial customers. The Company's products include thermal
papers, pressure-sensitive labels and specialty papers, as well as copier,
ink jet and laser printer supplies. Additional information about Nashua
Corporation can be found on the World Wide Web at www.nashua.com.
THERE IS STILL TIME TO VOTE OR CHANGE YOUR VOTE.
PLEASE CONTACT OUR PROXY SOLICITOR, CORPORATE INVESTOR COMMUNICATIONS,
INC., AT 1-888-238-1257.
AVAILABILITY OF PROXY MATERIALS INCLUDING PARTICIPANT INFORMATION
On March 20, 2000, Nashua filed with the SEC definitive proxy
materials to be used to solicit votes for the re-election of its Board at
its annual meeting of shareholders, which will be held on April 25, 2000.
Nashua strongly advises all its shareholders to read these materials when
they receive them because they contain important information.
The proxy statement included in Nashua's definitive proxy materials as
supplemented contains a list of the participants in any solicitation that
may be represented by this press release and those definitive proxy
materials. Copies of the proxy materials are available for no charge from
Nashua's proxy solicitor, Corporate Investor Communications, Inc. at the
toll-free number provided above, and from the SEC's web site at
www.sec.gov.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. When used
in this press release, the word "will" 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, 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, failure
to achieve the Rittenhouse transaction's synergies, the settlement of
various tax issues, and other risks set forth in the Company's filings with
the Securities and Exchange Commission. The Company assumes no obligation
to update the information contained in this press release.
