SCHEDULE 14A
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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)
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/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:
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(3) Filing Party:
(4) Date Filed:
-2-
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LETTER TO NASHUA CORP. FROM NEWCASTLE
PARTNERS' VALUE REALIZATION COMMITTEE
DALLAS, April 17/PRNewswire/ -- The following letter was sent to Nashua
Corporation's (NYSE:NSH - news) chairman by The Newcastle Partners' Value
Realization Committee:
The Newcastle Partners' Value Realization Committee
c/o Newcastle Partners, L.P.
4514 Cole Avenue, Suite 600
Dallas, Texas 75205
April 15, 2000
VIA FAX TO: (603) 880-2633
- --------------------------
Gerald G. Garbacz
Chairman of the Board of Directors
Nashua Corporation
44 Franklin Street
Nashua, New Hampshire
Dear Gerry:
Thank you for inviting us to submit to you in writing the proposal we outlined
to you over the telephone Saturday afternoon. As we discussed with you on
Saturday, our motivation in making this proposal is to avert an outcome which,
in our view, serves no one's best interests, but which now seems highly likely:
the current board is forced to relinquish control of the company; but the
company it relinquishes control of has been dramatically and irrevocably
transformed, notwithstanding substantial concerns on the part of shareholders.
In hopes of averting this outcome, and in hopes of bringing about the
shareholder-oriented review of the company and its prospects, including the
Rittenhouse acquisition, that has been our objective, we propose to you the
following:
The current board agrees to postpone closing of the Rittenhouse
acquisition until such time as described below;
The current board agrees to support the election of two of our
nominees to the board;
The current board agrees to name our two nominees, if and when
elected to the board, and one member of the current board (other
than yourself) to a special committee of the board to (a) review the
company and its prospects, including the Rittenhouse acquisition,
and (b) make a recommendation to the board regarding the company and
its prospects, including the Rittenhouse acquisition;
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The current board agrees to take immediately whatever corporate
action, if any, is necessary to:
Remove the company's "poison pill";
Enable shareholders to act by written consent;
Enable shareholders to call a special meeting;
The current board agrees that, if the special committee recommends
to the board some course of action other than the acquisition of
Rittenhouse as presently structured, it will not close the
acquisition within 90 days of the special committee making its
recommendation;
The Newcastle Partners' Value Realization Committee agrees to
withdraw two of its nominees for election to the board at this
year's annual shareholders meeting;
The Newcastle Partners' Value Realization Committee agrees that, if
the special committee recommends to the board the acquisition of
Rittenhouse as presently structured, the company may proceed with
the acquisition immediately after receipt of the special committee's
recommendation;
The Newcastle Partners' Value Realization Committee agrees that, if
the special committee has not made a recommendation to the board on
or before June 30, 2000, the special committee will be disbanded and
the company may proceed with the acquisition of Rittenhouse
immediately thereafter.
We sincerely hope you will give this proposal your serious consideration.
We would be pleased to respond to any questions or comments it prompts at your
convenience.
Sincerely,
/s/ Mark E. Schwarz
Mark E. Schwarz
The Newcastle Partners' Value
Realization Committee
