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
Filed by the Registrant [X]
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
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[Letterhead of Nashua Corporation]
April 10, 2000
Dear Fellow Shareholder:
We recently mailed proxy materials to all shareholders related to the
company's 2000 Annual Meeting to be held on April 25, 2000. We would like
to bring to your attention a number of important issues that you, as Nashua
shareholders, will be asked to consider in this year's voting process.
As you may know, a small group of opportunistic shareholders - the
Newcastle group who collectively purchased less than 2% of Nashua's shares
earlier this year and are calling themselves the "Value Realization
Committee" - has nominated four directors for election to the seven-member
Nashua board. THIS DISSIDENT GROUP HAS BEGUN A COSTLY AND SELF-SERVING
PROXY FIGHT TO TAKE CONTROL OF NASHUA, WHILE ADMITTING THAT THEY HAVE NO
EXPERIENCE WITH NASHUA'S BUSINESS AND THAT THEY HAVE NOT "UNDERTAKEN ANY
ANALYSES" OF THE COMPANY. DURING THIS TIME, THEY HAVE BEEN
OPPORTUNISTICALLY TRADING IN THE COMPANY'S STOCK. They have also warned
that "there can be no assurances that the present value of [Nashua's]
shares will be maximized as a result of [their] solicitation." All they
have promised is a "review" of ways to maximize stockholder value.
IN CONTRAST, YOUR MANAGEMENT AND BOARD ARE ABOUT TO BRING NASHUA'S
TURNAROUND TO FRUITION WITH THE COMPANY'S ACQUISITION OF RITTENHOUSE PAPER.
THIS TRANSACTION WILL NEARLY DOUBLE REVENUES, BE HIGHLY ACCRETIVE TO
EARNINGS AND ADD A PROVEN INDUSTRY LEADER TO NASHUA'S MANAGEMENT TEAM. IT
WILL MAKE NASHUA THE #1 PLAYER IN THE HIGH-GROWTH SPECIALIZED DIRECT
THERMAL PAPER MARKET WITH MAJOR CUSTOMERS INCLUDING FEDEX, WAL-MART, AND
BANK OF AMERICA. Following closure of the transaction, Andy Albert,
President and Chief Executive Officer of Rittenhouse, will become President
and Chief Operating Officer of Nashua, and is expected to be named as a
member of the board. Andy has led Rittenhouse since 1983 and has more than
17 years of industry expertise. He is highly esteemed by peers and
customers and we are confident that he will make a significant contribution
to Nashua's future success. Nashua's 2000 earnings per share (EPS) -- with
Rittenhouse and identified operational and overhead synergies -- is
estimated to increase on an annualized basis by approximately $0.37 per
share. In 2001, Rittenhouse is expected to be accretive to Nashua earnings
by approximately $0.77 per share.*
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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.
Do you want to turn over the company now to a group of people with no
experience in the industry and no apparent understanding of our businesses?
I doubt it, and as one of the Company's larger shareholders, I urge you not
to.
WITH RITTENHOUSE, NASHUA WILL BECOME A VERY VALUABLE AND ATTRACTIVE
COMPANY. WE WILL HAVE A SUPERB PLATFORM FOR ENHANCED FINANCIAL PERFORMANCE
AND SHAREHOLDER RETURNS.
THIS TRANSACTION IS THE CAPSTONE OF NASHUA'S TURNAROUND STRATEGY TO REFOCUS
ON CORE NICHE GROWTH MARKETS.
While we recognize that Nashua's stock price has been disappointing in the
last few years, you should know that your current management and board have
diligently overseen a difficult turnaround of the company since 1995, most
recently with the assistance of Lazard Freres. In 1995, before I joined the
company, Nashua lost $20.1 million and had debt of $69 million which was in
default. It was involved in several unprofitable, low growth commodity
businesses.
With the board's support and agreement, we embarked on a series of
divestitures and investment designed to focus the company on core specialty
coated products, labels and imaging supplies - businesses that could meet
newly set corporate objectives of 10% annual growth, gross margins
exceeding 20% and a return on equity greater than 15%. Over four years, the
company exited four non-core businesses and several unprofitable product
lines, raised $129 million in cash, eliminated $68 million in debt, and
reinvested over $23 million in core businesses. By 1999, Nashua's EBITDA
had improved by $28.7 million, from a 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, and debt now stands at only $1 million. Further,
we've reduced SG&A expenses by more than $5 million and increased sales of
new products from 3% to 21% of total sales.
NASHUA'S BOARD OF DIRECTORS HAS CONSIDERED STRATEGIC ALTERNATIVES AND IS
COMMITTED TO DELIVERING VALUE.
During Nashua's turnaround, your board with the assistance of outside
investment bankers, has on several occasions evaluated a broad range of
strategic alternatives to enhance shareholder value. On each occasion, your
board carefully considered a variety of alternatives and selected the one
they believed was in the best interest of all of our shareholders.
The board is also responsive to shareholders. For example, following the
sale of Nashua's photofinishing business, they voted to return a portion of
the proceeds from the sale to shareholders through a 1 million share
buyback program, returning $14 million. In addition, in the proxy for this
year's annual meeting to be held on April 25, the board said it will act on
a proposal made by GAMCO Investors, Inc., an affiliate of the Gabelli
Funds, Inc., and related entities -- collectively an 18% holder of Nashua
- -- to redeem the Preferred Stock Purchase Rights issued in July, 1996, if
the majority of shareholders at the annual meeting support the proposal.
Once adopted, this action will mean that any investor could buy as many
shares of Nashua on the open market as they wanted. Again, the board is
responsive to the wishes of our shareholders.
WE STRONGLY OPPOSE NEWCASTLE PARTNERS' ATTEMPT TO TAKE CONTROL OF NASHUA.
We intend to vigorously campaign against the election of Newcastle's
nominees, one of whom is the sole general partner of Newcastle, two are
executives of an investment management company who own a total of 100
shares and the fourth is a physician who owns no shares. It is difficult to
imagine that this group, three of whom own a total of 100 shares, can best
speak for all of our shareholders or oversee the company's future. For
instance, they have suggested that they would likely scuttle our highly
accretive acquisition of Rittenhouse Paper Company. Fortunately, they will
have no control over the purchase, which is scheduled to close April 13,
2000.
As a board member and one of the Company's larger shareholders, I can speak
for the board in saying that we are confident in Nashua's future and
strongly believe we are creating a solid platform to deliver significantly
enhanced shareholder value.
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.
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YOUR VOTE IS EXTREMELY IMPORTANT TO ENSURE THAT NASHUA MAINTAINS THE
EXPERIENCED AND INDEPENDENT BOARD AND MANAGEMENT ALREADY IN PLACE.
We are committed to increasing 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, President 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 STATEMENT
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 "accelerates," "will be," "to be," "estimated,"
"expected," "anticipated," "budgeted," "projections," "projected,"
"projected impact on earnings per share," "is scheduled to" 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
complete the Rittenhouse acquisition or to achieve its 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.
SUPPLEMENT TO NASHUA CORPORATION'S
PROXY STATEMENT DATED MARCH 20, 2000
ADDITIONAL PARTICIPANT
The following individual has become a participant in the solicitation
of proxies on behalf of the Board of Directors of Nashua Corporation
("Nashua" or the "Company"):
Andrew Albert President and Chief Executive Officer
Rittenhouse Paper Company
250 South Northwest Highway
Park Ridge, IL 60068
On March 22, 2000, Nashua announced that it had agreed to acquire all of
the stock of Rittenhouse Paper Company ("Rittenhouse"), a privately-held
company which manufactures and markets a wide range of specialty paper,
pressure-sensitive labels and imaging supplies. The purchase price is $57
million in cash subject to closing adjustments plus up to $6 million of
contingent consideration based on certain EBITDA targets for the year 2000.
Mr. Albert presently owns 50% of the outstanding shares of Rittenhouse. If
the transaction is completed, Mr. Albert will become President and Chief
Operating Officer of Nashua pursuant to an employment agreement with
Nashua. The employment agreement provides, in pertinent part, for a five
year employment period, base annual salary of $350,000 per year, plus bonus
up to 50% of base salary, and a grant of restricted stock of 100,000
shares, vesting over a period of 3 years or earlier upon death, disability
or a change of control of the Company. Mr. Albert is also entitled to
severance payments of 1.5 years annual compensation upon termination
without cause or 3 years annual compensation upon termination following a
change of control. Nashua has agreed to elect Mr. Albert to the Company's
Board of Directors at the first Board of Directors meeting following the
annual meeting of stockholders to be held on April 25, 2000. Also, since
January 1, 1999, Nashua has supplied Rittenhouse with raw materials during
the period January 1-December 31, 1999, in an amount, as recorded by
Nashua, totalling $19,000, and since January 1, 2000, to date in an amount
totalling $200,000.
Mr. Albert does not own any shares of Nashua common stock,
beneficially or otherwise, and he has not purchased or sold any Nashua
common stock since March 20, 1998.
