SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
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Filed by a Party other than the Registrant: /X/
Check the appropriate box:
/ / 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-11(c) or
Section 240.14a-12
NASHUA CORPORATION
(Name of Registrant as Specified In Its Charter)
THE NEWCASTLE PARTNERS'
VALUE REALIZATION COMMITTEE
(Name of Persons(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
-2-
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CONTACTS: Mary Ellen Goodall
Mark E. Schwarz D. F. King & Co., Inc.
(214) 559-7145 (212) 269-5550
John A. (Pete) Bricker, Jr.
(214) 369-5004
FOR IMMEDIATE RELEASE
ISS RECOMMENDS NASHUA SHAREHOLDERS VOTE FOR
NEWCASTLE'S SLATE
DALLAS, TEXAS, April 18, 2000. Representatives of Newcastle
Partners' Value Realization Committee (the "Committee") today announced that
Institutional Shareholder Services ("ISS"), the nation's leading investor proxy
voting advisory service, has issued a research report recommending that
shareholders in Nashua Corporation reject management's nominees for board of
directors in favor of the Committee's competing slate. The Committee has been
soliciting shareholder support for its nominees who, if elected, would comprise
four of the current seven-member Nashua board.
ISS said in its report:
"The election of directors is not a referendum on the
[Rittenhouse] merger, however. Rather, it is a vote to determine
whether or not the board has adequately discharged its duties in
terms of stewardship and aiding management in setting long-term
strategic direction. On the first score, the board has failed
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miserably considering that excluding [Chairman and CEO] Mr. Garbacz,
four of the remaining six incumbent directors have sat on the board
prior to his hiring (three for greater than ten years), and
therefore are accountable for the company's sizable losses during
that time period.
"On the second score, stewardship and responsiveness to
shareholder demands, the board has performed even worse."
The Newcastle Partners' Value Realization Committee, in its proxy
materials, recounts Nashua's poor performance and indifference to shareholders.
Among the actions with which the Committee takes issue is the board's timing and
handling of its recently-announced agreement to purchase Rittenhouse Paper
Company. Furthermore, the Committee has stated that, if elected, it is not
committed to any preconceived action and seeks only to conduct a
shareholder-oriented review of all available options to increase shareholder
value.
Also noted in the ISS report, early yesterday the Committee released
to the media a letter that had been sent to Nashua management outlining a
compromise resolution to the proxy contest. The Committee proposed that the
board postpone closing the Rittenhouse acquisition pending review, remove the
company's poison pill, enable shareholders to act by written consent and enable
shareholders to call special meetings; in exchange the Committee would withdraw
two of its nominees. Within hours of the letter becoming public, management
announced the closing of the Rittenhouse transaction. Today, Nashua officially
rejected the Committee's compromise proposals as "moot and unacceptable."
If you have any questions related to the Newcastle Partners' Value
Realization Committee proxy, please call D. F. King & Co., Inc. at
1-800-488-8035.
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Availability of Proxy Materials Including Participant Information
The Newcastle Partners Value Realization Committee has filed with the SEC
definitive proxy materials to be used to solicit proxies from the stockholders
of Nashua Corporation for use at Nashua's 2000 annual meeting of stockholders,
which will be held on April 25, 2000. The Newcastle Partners Value Realization
Committee strongly advises all Nashua shareholders to read these materials when
they receive them because they contain important information.
The proxy statement included in the Newcastle Partners Value Realization
Committee's definitive proxy materials, as supplemented, are available for no
charge from the SEC's web site at Information relating to the participants in
the Newcastle Partners Value Realization Committee's proxy solicitation is
contained in the definitive proxy statement.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of
the federal securities laws with respect to the Company's financial results and
future operations and, as such, concerns matters that are not historical facts.
These statements are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed in such statements. 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, the settlement of various tax issues,
and other risks set forth in the Company's filings with the Securities and
Exchange Commission. The Newcastle Partners Value Realization Committee assumes
no obligation to update the information contained in this press release.
Newcastle Partners, L.P. is a private investment firm based in Dallas, Texas.
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