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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[ ] 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]
FOR IMMEDIATE RELEASE
Contact: Paul Verbinnen/Judy Brennan
Sard Verbinnen & Co.
212-687-8080
NASHUA FILES DEFINITIVE PROXY FOR 2000 ANNUAL MEETING
BOARD SAYS WILL ELIMINATE RIGHTS PLAN IF SHAREHOLDERS APPROVE GABELLI PROPOSAL
COMPANY REITERATES VIGOROUS OPPOSITION TO
"NEWCASTLE" PROPOSAL TO NOMINATE DISSIDENT SLATE
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NASHUA, N.H., MARCH 21, 2000 -- Nashua Corporation (NYSE: NSH) said
today that it has filed a definitive proxy statement for its annual meeting
of stockholders to be held on April 25, 2000. Nashua's Board of Directors
has fixed the close of business on March 14, 2000 as the record date for
determining the stockholders having the right to notice and to vote at the
meeting.
At the meeting, shareholders will elect a Board of Directors for the
ensuing year and consider and take action upon 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. Although the Gabelli proposal
does not require the Board to take the requested action if approved by
shareholders, the Board intends to redeem the Rights if the majority of
shareholders at the annual meeting support the proposal.
Separately, the Board reiterated its intention to vigorously oppose a
proposal by the Newcastle Partners' Value Realization Committee -- a
shareholder group representing approximately 1.9% of Nashua's outstanding
common shares -- to nominate four directors for election to the
seven-member Nashua Board. Nashua has nominated all seven of its directors
for re-election.
Said Gerald G. Garbacz, chairman, president and chief executive
officer of Nashua, and one of the company's largest shareholders, "Nashua's
existing Board and management is committed to delivering value for all of
our stockholders and we remain confident that our existing strategy will do
just that.
"At the same time, while the Board continues to believe that the 1996
Shareholder Rights Plan could be an important tool in protecting all
shareholders, it recognizes that a number of existing shareholders,
including the Gamco/Gabelli Group, would prefer to have Nashua redeem the
Rights. Our Board has decided to let all of our shareholders decide."
Commenting on the Newcastle proxy filed Wednesday, Garbacz continued:
"Newcastle admits that its nominees have not done any analysis on whether
they could maximize value for our shareholders. In contrast, our Board has
been working closely with Lazard Freres through a major analysis and
restructuring of the company. The Board has refocused the business,
returned $15 million to shareholders through a stock repurchase program and
considered in depth and on several occasions a broad range of alternatives
to increase shareholder value. The Board continues to believe that we are
on the best course to deliver value to shareholders."
Concluded Garbacz, "We are listening to and working constructively
with our major shareholders to create value for everyone. There's clearly
no need or justification to turn control of Nashua over to Newcastle, a
dissident shareholder group which only very recently acquired its small
stake."
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.
If you have any questions related to the Nashua proxy, please call
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
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 words "believe," "remain confident that,"
"will," "intends" 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 complete the planned
strategic acquisitions, 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.
