SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
Filed by the Registrant / /
Filed by a Party other than the Registrant: /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / 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:
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PROXY STATEMENT
OF
NEWCASTLE PARTNERS'
VALUE REALIZATION COMMITTEE
ANNUAL MEETING OF STOCKHOLDERS
OF
NASHUA CORPORATION
PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
This proxy statement (this "Proxy Statement") and BLUE proxy card are
being furnished in connection with the solicitation of proxies by the Newcastle
Partners' Value Realization Committee (the "Value Realization Committee" or the
"Committee") for use at the upcoming annual meeting of stockholders of Nashua
Corporation, a Delaware corporation ("Nashua" or the "Company"), and at any
adjournments or postponements thereof (the "2000 Annual Meeting"). Nashua has
provided notice that the 2000 Annual Meeting will be held on April 25, 2000, and
that the record date for determining stockholders entitled to notice of and to
vote at the 2000 Annual Meeting is March 14, 2000 (the "Record Date").
The Company has publicly stated that at the 2000 Annual Meeting, the
Company's stockholders will be asked to (i) elect the Board of Directors of
Nashua (the "Board"), (ii) and take action upon a proposal made by Gamco
Investors to request the Board to redeem the Preferred Stock Purchase Rights
issued in July of 1996 unless said issuance is approved by the affirmative vote
of a majority of the outstanding Shares (as defined below) at a meeting of the
stockholders held as soon as practical (the "Pill Redemption Proposal"), and
(iii) consider other business properly brought before the 2000 Annual Meeting.
The Value Realization Committee has nominated four individuals to be
elected to the Board: Mark E. Schwarz, John A. (Pete) Bricker, Jr., Dan E.
Bruhl, M.D. and Joseph A. Malick (the "Nominees"). The Value Realization
Committee is soliciting proxies for the election of the Nominees to the Board
and members of the Value Realization Committee intend to vote their Shares for
the election of the Nominees. In addition, although the Value Realization
Committee is not soliciting proxies in favor of the Pill Redemption Proposal,
members of the Value Realization Committee also intend to vote their Shares in
favor of such proposal. If you sign and return the enclosed BLUE proxy card but
do not specify how to vote, we will vote your Shares in favor of the election of
the Nominees and the Pill Redemption Proposal.
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On the Record Date, the Company has stated that 5,860,949 shares of
common stock of the Company, $1.00 par value per share (the "Shares") were
outstanding and entitled to vote at the 2000 Annual Meeting. The members of the
Value Realization Committee, along with all of the participants in this
solicitation, were the beneficial owners of an aggregate of 110,300 Shares which
represents approximately 1.9% of the Shares outstanding, on the Record Date, and
were the beneficial owners of an aggregate of 145,200 Shares which represents
approximately 2.5% of the Shares, on the date hereof (based on information
publicly disclosed by the Company).
This Proxy Statement and the BLUE proxy card are first being furnished
to Nashua stockholders on or about April __, 2000. As Nominees, Messrs. Schwarz,
Bricker, Bruhl and Malick are also deemed to be participants in this proxy
solicitation. Newcastle Partners, L.P. is also a participant. Stockholders of
record at the close of business on the Record Date will be entitled to one vote
at the Annual Meeting for each Share held on the Record Date. The principal
executive offices of Nashua are 44 Franklin Street, Nashua, New Hampshire 03060.
In the event the Company purports to increase the number of
directorships pursuant to Article III, Section 2 of the Bylaws, the Value
Realization Committee reserves the right to nominate additional persons as
director such that the Nominees would constitute a majority of the Board.
THIS SOLICITATION IS BEING MADE BY THE VALUE REALIZATION
COMMITTEE AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT
OF THE COMPANY.
The Value Realization Committee is not aware of any other proposals to
be brought before the Annual Meeting. However, should other proposals be brought
before the Annual Meeting, the persons named as proxies in the enclosed BLUE
proxy card will vote on such matters in their discretion.
IMPORTANT
Your vote is important, no matter how many or how few Shares you own.
The Value Realization Committee urges you to sign, date, and return the enclosed
BLUE proxy card today to vote FOR the election of the Nominees.
The Nominees are committed, subject to their fiduciary duty to the
Company's stockholders, to giving all the Company's stockholders the opportunity
to receive the maximum present value for their Shares. A vote FOR the Nominees
will enable you - as the owners of the Company - to send a message to the Board
that you are committed to maximizing the present value of your Shares.
/ / If your Shares are registered in your own name, please sign and date
the enclosed BLUE proxy card and return it to the Newcastle Partners'
Value Realization Committee, c/o D. F. King & Co., Inc., in the
enclosed envelope today. You are urged not to sign any proxy card sent
to you by Nashua.
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/ / If any of your Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the record date, only it can vote
such Shares and only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and
instruct that person to execute on your behalf the BLUE proxy card. The
Value Realization Committee urges you to confirm your instructions in
writing to the person responsible for your account and to provide a
copy of such instructions to the Newcastle Partners' Value Realization
Committee, c/o D. F. King & Co., Inc., who is assisting in this
solicitation, at the address and telephone numbers set forth below, and
on the back cover of this Proxy Statement, so that we may be aware of
all instructions and can attempt to ensure that such instructions are
followed.
If you have any questions regarding your
proxy, or need assistance in voting your Shares,
please call:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005-4495
Call toll-free: (800) ___-____
Bankers and Brokers Call Collect: (212) ___-____
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PROPOSAL I - ELECTION OF DIRECTORS
Why You Should Vote For The Value Realization Committee Nominees
The Value Realization Committee believes that the value of the Company
has not been maximized by the incumbent Board of Directors and believes that the
election of the Committee's Nominees represents the best means for stockholders
to maximize the present value of their Shares. If all are elected, the Nominees
will constitute a majority of the current seven members of the Board and will,
subject to their fiduciary duties, seek to conduct a comprehensive and impartial
review of all available options to increase stockholder value, including whether
to terminate the proposed acquisition or to engage in additional share buybacks,
a Dutch Tender, a cash distribution, a recapitalization, or pursue the
possibility that the Company be sold in whole or in part. In considering who is
most capable of maximizing value, the Value Realization Committee believes that
it is in the best interests of stockholders to elect a new majority to the Board
who are unaffiliated with the existing Board.
Shortly after the Value Realization Committee announced its intent to
run a competing slate of directors, the Company announced its plans to acquire
Rittenhouse Paper Company for $57 million in cash, subject to closing
adjustments, plus up to $6 million of contingent consideration. The incumbent
Board, without stockholder approval, thus proposes to utilize a large part, if
not all, of the Company's cash on hand, which at year end 1999 totaled $25
million. The Nominees intend to conduct their own review of the proposed
transaction and, if it is in the best interests of the Company, to terminate the
proposed acquisition, subject to their fiduciary obligations. In making its
determination, the Nominees will consider all relevant alternatives and factors,
including costs of termination, if any, none of which are publicly available.
The Nominees will address, among other things, whether a cash distribution,
share buy back program or similar effort would be a better use of the Company's
cash holdings. Based on the market response to date, the Value Realization
Committee believes that many stockholders do not share incumbent management's
enthusiasm for the proposed acquisition. On March 21, 2000 the day before the
announcement of the proposed acquisition, the Company's shares closed at
$9.3125; by April 4, 2000, the closing price declined to $8.375.
Because incumbent management will have their positions and benefits
prolonged by this major acquisition, the Value Realization Committee questions
their impartiality in selecting this acquisition as the best means to increase
stockholder value. Also, because the six directors who are not members of
management collectively own only 38,097 shares of Common Stock outright, the
Value Realization Committee questions whether their interests are fully aligned
with all stockholders when deciding to use the Company's large cash balance for
an acquisition as opposed to a cash distribution, share buyback program or
similar effort as the best means to maximize stockholder value. The Value
Realization Committee also questions whether existing management, in light of
its performance to date, is capable of achieving the synergies and incremental
values that it predicts will arise from the proposed acquisition. A review of
management's track record is set forth below.
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The Company's stock price over the past several years demonstrates the
Board's inability to create value for its stockholders. According to information
contained in the management's Proxy Statement for the 2000 Annual Meeting (the
"Management Proxy Statement"), during the period from December 31, 1994 through
December 31, 1999, the Company's share price performance has trailed both the
S&P 500 Index and a peer group index selected by the Company by substantial
margins. According to the Management Proxy Statement, during this period the
cumulative total returns for the S&P 500 Index and the Company's peer group
index were 251.1% and 117.7%, respectively, while in contrast the Company's
Shares actually lost 62.3% of their value.
The Company's poor stock price performance is reflective of the
Company's disappointing operating performance. The Company has publicly
disclosed data on the performance of its existing operations (i.e., excluding
its photofinishing operations which were sold in early 1998) going back to 1993.
During the seven years ended December 31, 1999, the Company reported a
cumulative pretax loss from continuing operations that in the aggregate totals
$96.269 million.
Profit/(Loss)
Year (in millions of dollars)
---- ------------------------
1993 ($16.815)
1994 ($13.625)
1995 ($34.998)
1996 ($11.464)
1997 ($10.300)
1998 ($11.950)
1999 $2.883
--------
Total Losses ($96.269)
========
The Value Realization Committee considers a cumulative pretax loss from
continuing operations totaling $96.352 million over the last seven years to be
staggering when compared to the Company's December 31, 1999 reported total
stockholders' equity of $66.826 million and the Company's public market equity
value of approximately $44.0 million (based on the December 31, 1999 closing
share price of $7.50 and assuming 5,891,949 outstanding Shares, as reported in
the Company's Form 10-Q for the quarterly period ended October 1, 1999).
While management has promised stockholders improved results in the
past, it has failed to deliver on these assurances. In his letter to
stockholders included in the Company's 1997 Annual Report, Gerald G. Garbacz,
Chairman, President and Chief Executive Officer stated that "We are confident
that 1998 will yield the results you deserve. This is a promise not only made by
me, but
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also by every employee of Nashua." However, the following year the Company
reported a pretax loss from continuing operations of $11.950 million.
Additionally, in the Company's 1998 Annual Report, Mr. Garbacz stated "In 1999
and beyond, our emphasis is on growth - both in revenues and in profitability."
However, in 1999 the Company reported sales growth of only 1.8% and anemic
pretax income from continuing operations of only $2.883 million, a paltry 1.7%
pretax margin on sales of $170.844 million.
It is important to note that the above-referenced operating losses were
experienced despite substantial capital expenditures. During the past seven
years the Company has reinvested an aggregate of $56.672 million. In the
Committee's opinion, the capital expenditures appear to have created little, if
any, return on investment, based on the Company's $96.352 million cumulative
pretax loss from continuing operations during this same period of time. The
Value Realization Committee considers capital expenditures that approximate $57
million to be enormous when compared to the Company's December 31, 1999 total
investment in plant and equipment (net of depreciation) of $40.002 million, the
Company's total stockholders' equity of $66.826 million and the Company's
December 31, 1999 public market equity value of approximately $44.0 million.
Capital Expenditures
Year (in millions of dollars)
---- ------------------------
1993 $11.470
1994 $11.306
1995 $9.044
1996 $5.877
1997 $4.418
1998 $6.702
1999 $7.855
------
Total $56.672
=======
With regard to who is most likely to maximize the present value of the
Shares, the Committee notes that no single member of the Board or management
individually owns greater than 1% of the Shares and that collectively the Board
and management together own less than 1.5% of the Shares, when options and
restricted stock are excluded from the calculation of ownership, based on
information contained in the Management Proxy Statement. Given this fact, the
Value Realization Committee finds it curious that Mr. Garbacz's describes
himself as "one of the Company's largest shareholders" in the Company's March 9,
2000 press release. The lack of significant ownership of the Shares by the Board
and management, when excluding options and restricted stock, may contribute to a
lack of commitment to maximizing the value of the Shares or result in actions
taken by the Company that are not always in the best interest of the greater
majority of stockholders generally.
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Shares
excluding
options and Percent of
Name of Beneficial Owner restricted stock Class+
------------------------ ---------------- ------
Sheldon A. Buckler 7,589 *
Gerald G. Garbacz 37,612 *
Charles S. Hoppin 6,589 *
John J. Ireland 642 *
John M. Kucharski 7,089 *
Joseph R. Matson 880 *
David C. Miller, Jr 4,589 *
Peter J. Murphy 3,652 *
James F. Orr III 8,589 *
John L. Patenaude 2,610 *
Bruce T. Wright 2,938 *
Directors and Executive
Officers as a group 82,779 1.4%
- ------------
*Less than 1%
+ Assuming 5,860,949 outstanding Shares, as reported in the Company's Proxy
Statement.
On the Record Date and on the date hereof, the members of the Value
Realization Committee, along with all participants in this solicitation,
beneficially owned 110,300 Shares acquired at an aggregate cost of $879,494, and
145,200 Shares acquired at an aggregate cost of $1,196,048, respectively. The
Value Realization Committee believes that it is important to distinguish between
shares acquired for cash and other interests, such as options and restricted
stock, awarded for service. Those who have actually invested funds, like some
members of the Value Realization Committee, are at risk of losing their
investment if the Board's decisions concerning the future of the Company prove
ill-advised. For example, while Mr. Garbacz, the Chief Executive Officer,
beneficially owns 281,612 shares as of the Record Date, all but 37,612 of those
shares represent options or restricted stock; of the restricted stock, 225,000
shares will not vest unless the Company's ten-day average closing price hits
levels of $19 per share or higher. Thus, it is clear that Mr. Garbacz's
financial stake in the Company's Shares differs substantially from that of major
stockholders whose interests arise solely from their purchase of the Company's
Common Stock.
The Value Realization Committee believes that the value of the Company
has not been maximized by the Board and it is committed to giving all of the
Company's stockholders an opportunity to receive the maximum present value for
their Shares. If all are elected, the Nominees will constitute a majority of the
current seven members of the Board and will, subject to their fiduciary duties,
seek to conduct a comprehensive and impartial review of all available options to
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increase stockholder value, including whether to terminate the proposed
acquisition or to engage in additional share buybacks, a Dutch Tender, a cash
distribution, a recapitalization, or pursue the possibility that the Company be
sold in whole or in part. Neither the Value Realization Committee, nor any other
person on its behalf, has made or undertaken any analyses or reports as to
whether stockholder present value will be maximized as a result of this
solicitation. There can be no assurance that the present value of the Shares
will be maximized as a result of this solicitation or the election of the
Nominees.
The Nominees
The Value Realization Committee is proposing that the stockholders of
the Company elect the Nominees to the Board at the Annual Meeting. If required,
the Value Realization Committee intends to distribute to the stockholders of the
Company supplemental materials, in the event that the Board takes action after
the date of this Proxy Statement, to increase the number of directors of the
Company. In the event the Company purports to increase the number of
directorships pursuant to Article III, Section 2 of the Bylaws, the Value
Realization Committee reserves the right to nominate additional persons as
director such that the Nominees would constitute a majority of the Board. The
participants intend to distribute to the stockholders of the Company
supplemental materials in the event that the Board takes action after the date
of this Proxy Statement to increase the number of directors of the Company.
The Full Value Committee And Its Slate
The Full Value Committee is composed of Mark E. Schwarz, John A. (Pete)
Bricker, Jr. and Newcastle Partners, L.P, a Texas limited partnership
("Newcastle"). Mark E. Schwarz, John A. Bricker, Jr., Dan E. Bruhl, M.D. and
Joseph A. Malick constitute the Nominees for election to the Board. Biographical
data on the Nominees is set forth below. The Committee was formed on or about
February 24, 2000. The Committee is an unincorporated association with its
office at 4514 Cole Avenue, Suite 600, Dallas, Texas 75205. Its telephone number
is (214) 559-7145. The Committee's officers are Messrs. Schwarz and Bricker.
The following information sets forth the name, business address,
present principal occupation, and employment and material occupations,
positions, offices, or employments for the past five years of the Nominees. This
information has been furnished to the Value Realization Committee by the
Nominees. Where no date is given for the commencement of the indicated office or
position, such office or position was assumed prior to January 1, 1995. Each
person listed below is a citizen of the United States.
Mark E. Schwarz (39) is one of the nominees for director. Mr. Schwarz
has been the sole general partner of Newcastle Partners, L.P., a private
investment firm, since January 1993. In conjunction with his management of
Newcastle Partners, L.P., Mr. Schwarz was also Vice President of Sandera Capital
L.L.C., a private investment firm affiliated with Hunt Financial Group, L.L.C.,
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a Dallas-based investment firm associated with the Lamar Hunt family ("Hunt"),
from December 1995 to June 1999 and Manager from May 1995 to September 1999. Mr.
Schwarz was a securities analyst and portfolio manager for SCM Advisors, L.L.C.,
a Hunt-affiliated registered investment advisor, from May 1993 to 1996. For
information regarding Newcastle Partners, L.P., see below under "Participant
Information". Mr. Schwarz has been a director of Bell Industries, Inc., a NYSE
listed company, since February 2000. Mr. Schwarz was previously a director of
Aydin Corporation ("Aydin"), a NYSE listed company, from October 1998 until its
sale to L-3 Communications Corporation in April 1999 at a price of $13.50. The
sale price of $13.50 represented a 64% premium over the reported closing price
of $8.1875 per share the last trading day before Mr. Schwarz became a director
of Aydin Corporation. Mr. Schwarz was a member of a group of stockholders that
sought election to the Board of Aydin in order to maximize stockholder value.
The existing directors agreed to appoint Mr. Schwarz and two other members of
the group to the Board of Aydin. Mr. Schwarz thereafter worked along with the
other directors to find a suitable acquiror for the business as a whole or for
its various divisions. As of the Record Date and as of the date hereof, Mr.
Schwarz beneficially owned 110,200 Shares and 145,100 Shares, respectively, in
each case all of which were owned by Newcastle Partners, L.P. The business
address of Mr. Schwarz is 4514 Cole Avenue, Suite 600, Dallas, Texas 75205. For
information regarding Mr. Schwarz's purchases and sales of Shares during the
past two years, see Schedule I.
John A. (Pete) Bricker, Jr. (48) is one of the nominees for director.
Mr. Bricker has been a principal of SCM Advisors, L.L.C., an investment
management services firm, since January 1992. Mr. Bricker was also a principal
of Sandera Capital Management, L.P., an investment management services firm,
from December 1995 to June 1999. Mr. Bricker was an Adjunct Lecturer in Finance,
Southern Methodist University, from May 1993 to May 1997 and a Lecturer in
Finance, Southern Methodist University, from August 1987 to May 1993. Mr.
Bricker was a director of General Housewares Corp. ("General Housewares"), a
NYSE listed company, from November 1998 to May 1999. General Housewares, was
sold to Corning Consumer Products Company ("Corning") for $28.75 per share in
October 1999. The sale price of $28.75 represented a 238% premium to the
reported closing price of $8.50 on September 28, 1998, the day Mr. Bricker
formally requested representation on General Houseware's Board of Directors in
an amended Schedule 13D filing. Mr. Bricker resigned as a director in May 1999
to protest the Board's handling of a third-party cash offer to buy General
Housewares at a substantial premium to its then-current market price. In Mr.
Bricker's view, the General Houseware's Board did not act responsibly to assure
that a favorable transaction was concluded. In October 1999, General Housewares
completed a sale to Corning; Mr. Bricker believes that his public protest
brought the Board's conduct to the attention of General Housewares and was
critical to bringing about the sale. As of the Record Date and as of the date
hereof, Mr. Bricker owned 100 Shares. The business address of Mr. Bricker is
5949 Sherry Lane, Suite 1350, Dallas, Texas 75225. For information regarding Mr.
Bricker's purchases and sales of Shares during the past two years, see Schedule
I.
Dan E. Bruhl, M.D. (57) is one of the nominees for director. Dr. Bruhl
has been an Associate Physician of Ophthalmic Partners of Texas, a physician
professional corporation since 1996. Dr. Bruhl was also President and an
Associate Physician of Ophthalmology Associates from
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1973 to 1996. Dr. Bruhl has been a director of Akorn, Inc., a NASDAQ listed
company, since 1983. Dr. Bruhl was previously a director of Surgical Care
Affiliates, a NYSE listed company, from 1984 until its sale to HealthSouth
Corporation in 1996. As of the date hereof, Dr. Bruhl does not beneficially own
any Shares. Mr. Bruhl has not purchased or sold any Shares in the past two
years. The business address of Dr. Bruhl is 1201 Summit Avenue, Fort Worth,
Texas 76102.
Joseph A. Malick (34) is one of the nominees for director. Mr. Malick
has been a director and the General Counsel of The Crossroads Group, a private
equity investment management firm, since February 2000. Prior to such time, Mr.
Malick was an Associate with Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
attorneys at law, from September 1995 to February 2000. As of the date hereof,
Mr. Malick does not beneficially own any Shares. Mr. Malick has not purchased or
sold any Shares in the past two years. The business address of Mr. Malick is
1717 Main Street, Suite 2500, Dallas, Texas 75201.
The Nominees will not receive any compensation from the Value
Realization Committee for their services as a director of the Company. On
February 24, 2000, Newcastle, Mark E. Schwarz and John A. (Pete) Bricker, Jr.
entered into an agreement pursuant to which, among other things, (i) they formed
the Value Realization Committee and Mr. Bricker agreed to nominate a slate of
directors to the Nashua Board and solicit proxies for the 2000 Annual Meeting
for their slate of directors for the Board, (ii) they agreed to make a joint
filing on behalf of each of them of statements on Schedule 13D with respect to
the common stock of the Company at such time as such statements are required to
be filed and (iii) Newcastle agreed to bear all expenses incurred in connection
with the nomination of the Nominees to the Nashua Board, and related actions.
Each Nominee is also party to an indemnification agreement between such Nominee
and Newcastle pursuant to which Newcastle has agreed to indemnify and hold such
Nominee harmless for liabilities, costs and other expenses incurred by such
Nominee in connection with their agreement to serve as a Nominee.
The reason for nominating the Nominees to the Nashua Board is to seek
to elect directors who are committed, among other things, to maximizing value
for all of Nashua's stockholders. Other than as stated above, there are no
arrangements or understandings between the Value Realization Committee and each
Nominee or any other person or person pursuant to which the nominations
described herein are to be made, other than the consent by each of the Nominees
to serve as a director of the Company if elected as such at the Annual Meeting.
The Nominees have executed written consents agreeing to be a nominee for
election of director of the Company and to serve as a director if so elected.
The Nominees have not been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors) over the past ten years and are not
adverse to the Company or any of its subsidiaries in any material pending legal
proceedings.
According to the Company's public filings, if elected as a director,
each Nominee, as a non-employee director, will receive an annual retainer
payable in Shares with a market value of $15,000. They will also receive $1,000
in cash plus expenses for each Board meeting and Board committee meeting
attended and are each year awarded options to purchase 1,000 Shares having an
exercise price equal to the fair market value for such Shares on the date of
award under provisions
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of Nashua's 1996 Stock Incentive Plan. The Lead Director is compensated an
additional $7,500 annually in cash.
The Value Realization Committee does not expect that the Nominees will
be unable to stand for election, but, in the event that such persons are unable
to do so, the Shares represented by the enclosed BLUE proxy card will be voted
for alternate nominees. In addition, the Value Realization Committee reserves
the right to nominate substitute or additional persons if the Company makes or
announces any changes to its Bylaws, including increasing the size of the Board,
or takes or announces any other action that has, or if consummated would have,
the effect of disqualifying the Nominees. In any such case, Shares represented
by the enclosed BLUE proxy card will be voted for such substitute or additional
nominees. Also, in the event the election of directors is by cumulative voting,
the persons named in the enclosed proxy will cumulate the votes represented by
the proxies so as to elect the maximum number of Nominees possible, which number
may be less than four.
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED
BLUE PROXY CARD.
PROPOSAL 2 - STOCKHOLDER PROPOSAL TO URGE
THE BOARD OF DIRECTORS OF THE COMPANY TO
REDEEM ITS 1996 SHAREHOLDER RIGHTS PLAN
The Value Realization Committee has included this proposal for the
convenience of the stockholders. The proposal in its entirety, together with
management's response, is reprinted from the Management Proxy Statement. The
Value Realization Committee does not hereby express an opinion on this proposal;
however, each of the members of the Value Realization Committee intends to vote
their Shares in favor of such proposal. The proposal as it appears in the
Management Proxy Statement follows:
GAMCO Investors, Inc. ("GAMCO"), One Corporate Center, Rye, New York
10580-1434, which is the owner of record of 777,099 shares of common stock
(approximately 13.3% of the outstanding shares of common stock), has given
notice that it intends to present the following resolution at the 2000 Annual
meeting of Stockholders. The proposed resolution and supporting statement for
which the Board of Directors and the Company accept no responsibility are as
follows:
STOCKHOLDER PROPOSAL
RESOLVED: That the shareholders of Nashua Corporation (the
"Company") hereby request the Board of Directors to redeem
the Preferred Stock Purchase Rights issued in July of 1996,
unless said issuance is approved by the affirmative vote of a
majority of the outstanding shares at a meeting of the
shareholders held as soon as practical.
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SUPPORTING STATEMENT OF STOCKHOLDER
On July 19, 1996, the Board of Directors adopted a shareholder rights
plan, which declared a dividend distribution of one stock purchase right
("right" or "rights") for each outstanding share of common stock. These rights
are a type of corporate anti-takeover device, commonly known as a "poison pill."
Under the rights plan, as amended, the rights are exercisable when a
person or group acquires a beneficial interest in 20% of the common stock of the
Company, or announces a tender or exchange offer that would result in such
person or group owning 20% or more of the Company's common stock. The result of
the issuance of the rights is to vastly increase the cost to a potential bidder
of effecting any merger or tender offer that is not approved by the Board of
Directors. The Company may redeem the rights for $.01 per right.
A proposal to redeem the rights was submitted by GAMCO Investors, Inc.
and included in the Company's proxy statement for its 1998 annual meeting. A
majority of the stockholders voting at the 1998 meeting voted in favor of the
proposal. However, the Company declined to follow the express wishes of the
shareholders. Instead, in response to the shareholder vote, the Board of
Directors merely increased the threshold at which the rights become exercisable
from 10% to 20%.
The Company's poison pill is particularly unjustified in light of the
long-standing inability of management to bring the value of the Company to the
surface. The performance graph on page 10 of the Company's 1998 proxy statement
vividly displays that since 1993 the Company has substantially underperformed
the S&P 500 Index as well as its composite peer group. However, the poison pill,
which was unilaterally adopted by the Board of Directors, serves to entrench
existing management.
We believe the shareholders are entitled to decide on what is a fair
price for their holdings. However, as a consequence of the poison pill,
potential bidders for the Company's stock are forced to negotiate with
management, and are effectively precluded from taking their offer directly to
the shareholders.
In the face of significant and continuing declines in the Company's
stock price over the past six years, the Board, in an effort to improve
shareholder value, should redeem the rights or put their continuance to a
shareholder vote as soon as practical.
We urge shareholders to vote for this resolution.
COMPANY'S STATEMENT IN RESPONSE TO THE PROPOSAL
The Board makes no recommendation with respect to the adoption of this
proposal.
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<PAGE>
The affirmative vote of the holders of a majority of the shares of the
Common Stock entitled to vote held by stockholders present at the meeting in
person or by proxy is required for approval of this proposal. Because this
proposal is considered a "non-discretionary" vote under the New York Stock
Exchange rules, broker non-votes will be excluded and considered not cast for
purposes in determining whether this proposal has been approved. Approval would
not, however, require that the requested action be taken since the proposal is
precatory. Nevertheless, the Company's Board of Directors intends to redeem the
rights outstanding under the Nashua Corporation Shareholder Rights Plan if this
proposal is approved by the stockholders at this annual meeting. Unless
otherwise indicated, the persons named on the proxy will abstain from voting on
this proposal.
VOTING AND PROXY PROCEDURES
Only stockholders of record on the Record Date will be entitled to
notice of and to vote at the Annual Meeting. Each Share is entitled to one vote.
Stockholders who sell Shares before the Record Date (or acquire them without
voting rights after the Record Date) may not vote such Shares. Stockholders of
record on the Record Date will retain their voting rights in connection with the
Annual Meeting even if they sell such Shares after the Record Date. Based on
publicly available information, the Value Realization Committee believes that
the only outstanding class of securities of the Company entitled to vote at the
Annual Meeting are the Shares.
Shares represented by properly executed BLUE proxy cards will be voted
at the Annual Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of as many of the Nominees to the Board as the
voted represented by such proxies are entitled to elect, FOR the Poison Pill
Removal and in the discretion of the persons named as proxies on all other
matters as may properly come before the Annual Meeting. Holders of Shares have
one vote for each share. The candidates receiving the highest number of votes,
up to the number of directors to be elected (which is presently seven), shall be
elected. Votes against a director and votes withheld shall have no legal effect.
On March 21, 2000, the Company amended its by-laws to provide that:
If some but not all of the total number of directors to be
elected receive a majority vote of the shares of stock
entitled to vote . . . , then the remaining number of
directors to be elected, up to the total number of directors
to be elected, shall be elected by a plurality of the votes of
the shares of stock entitled to vote . . . ."
Accordingly, should you vote for the Value Realization Committee's Nominees and
should they receive a majority of the votes, three Company Nominees with the
highest number of votes will be elected the remaining members of the Board. The
Value Realization Committee has not been advised that any Company nominee will
not serve if elected to a Board whose majority is comprised of the Committee's
Nominees; the Committee has no plans to fill any vacancy that might arise,
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<PAGE>
should the Company Nominees decline to serve on a Board with the Committee's
Nominees as the majority.
In the event the Company purports to increase the number of
directorships pursuant to Article III, Section 2 of the Bylaws, the Value
Realization Committee reserves the right to nominate additional persons as
director such that the Nominees would constitute a majority of the Board.
A quorum must be present to take any action on a voting matter at the
Annual Meeting. The presence in person or by proxy of the persons entitled to
vote a majority of the Shares will constitute a quorum at the Annual Meeting.
For purposes of determining the number of Shares present in person or
represented by proxy on voting matters, all votes cast "FOR", "AGAINST" or
"ABSTAIN" are included. A "Broker Non-Vote" is a vote withheld by a broker on a
particular matter because the broker has not received instructions from the
customer for whose account the shares are held. Broker non-votes and abstentions
are not treated as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Broker non-votes and abstentions will have
no effect on the election of directors.
Stockholders of the Company may revoke their proxies at any time prior
to its exercise by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered either to the
Value Realization Committee, in care of D. F. King & Co., Inc, at the address
set forth on the back cover of this Proxy Statement or to the Company, at 44
Franklin Street, Nashua, New Hampshire 03060 or any other address provided by
the Company. Although a revocation is effective if delivered to the Company, the
Value Realization Committee requests that either the original or photostatic
copies of all revocations be mailed to the Value Realization Committee, in care
of D. F. King & Co., Inc, at the address set forth on the back cover of this
Proxy Statement so that the Value Realization Committee will be aware of all
revocations and can more accurately determine if and when proxies have been
received from the holders of record on the Record Date of a majority of the
outstanding Shares.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD,
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE PROXY CARD
IN THE POSTAGE-PAID ENVELOPE PROVIDED.
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<PAGE>
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is being
made by the Value Realization Committee. Proxies may be solicited by mail,
facsimile, telephone, telegraph, in person and by advertisements. Solicitations
may be made by certain directors, officers and employees of the Value
Realization Committee, none of whom will receive additional compensation for
such solicitation.
The Value Realization Committee has retained D. F. King & Co., Inc for
solicitation and advisory services in connection with this solicitation, for
which D. F. King & Co., Inc will receive $[25,000] together with reimbursement
for its reasonable out-of-pocket expenses and will be indemnified against
certain liabilities and expenses, including certain liabilities under the
federal securities laws. D. F. King & Co., Inc will solicit proxies from
individuals, brokers, banks, bank nominees and other institutional holders. The
Value Realization Committee has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all solicitation materials to
the beneficial owners of the Shares they hold of record. Newcastle will
reimburse these record holders for their reasonable out-of-pocket expenses in so
doing. It is anticipated that D. F. King & Co., Inc will employ approximately 30
persons to solicit the Company's stockholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by Newcastle.
Newcastle does not currently intend to seek reimbursement of the costs of this
solicitation from the Company, although if some or all of the Nominees are
elected, Newcastle may seek reimbursement from the Company for the costs of this
solicitation. Costs of this solicitation of proxies are currently estimated to
be approximately $150,000. Newcastle estimates that through the date hereof, its
expenses in connection with this solicitation are approximately $20,000.
INFORMATION ABOUT PARTICIPANTS
The Value Realization Committee is comprised of Newcastle, Mark E.
Schwarz and John A. (Pete) Bricker, Jr. On February 24, 2000, Newcastle, Mark E.
Schwarz and John A. (Pete) Bricker, Jr. entered into an Agreement pursuant to
which, among other things, (i) they formed the Value Realization Committee and
Bricker agreed to nominate a slate of directors to the Nashua Board and solicit
proxies for the Annual Meeting for their slate of directors for the Board, (ii)
they agreed to make a joint filing on behalf of each of them of statements on
Schedule 13D with respect to the common stock of the Company and (iii) Newcastle
agreed to bear all expenses incurred in connection with the nomination of the
Nominees to the Board, and related actions. On the Record Date and on the date
hereof, members of the Value Realization Committee, along with all participants
in this solicitation, beneficially owned 110,300 Shares and 145,200 Shares,
respectively. For information regarding the Value Realization Committee
purchases and sales of Shares during the past two years, see Schedule I.
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<PAGE>
The principal business of Newcastle is the purchase, sale, exchange,
acquisition and holding of investment securities. The principal business address
of Newcastle is 4514 Cole Avenue, Suite 600, Dallas, Texas 75205. Mark E.
Schwarz is the sole general partner of Newcastle. On the Record Date and on the
date hereof, Newcastle was the beneficial owner of 110,200 Shares and 145,100
Shares, respectively. On the Record Date and on the date hereof, Mr. Schwarz
beneficially owned 110,200 Shares and 145,100 Shares, respectively. For
information regarding the purchases and sales of Shares during the past two
years by Newcastle, see Schedule I.
Mr. Bricker is a principal of SCM Advisors, L.L.C., an investment
management services firm. On the Record Date and on the date hereof, Mr. Bricker
beneficially owned 100 Shares. For information regarding the purchases and sales
of Shares during the past two years by Mr. Bricker, see Schedule I.
Dr. Bruhl is an Associate Physician of Ophthalmic Partners of Texas, a
physician professional corporation. Dr. Bruhl does not beneficially own any
Shares.
Mr. Malick is a director and the General Counsel of The Crossroads
Group, a private equity investment management firm. Mr. Malick does not
beneficially own any Shares.
The Board has a single class of directors. At each annual meeting of
stockholders, the directors are elected to a one-year term. The Nominees, if
elected, would serve as directors for the term expiring in 2001 or until the due
election and qualification of their successors. The Value Realization Committee
has no reason to believe any of the Nominees will be disqualified or unable or
unwilling to serve if elected.
CERTAIN TRANSACTIONS BETWEEN THE VALUE REALIZATION COMMITTEE
AND THE COMPANY
Except as set forth in this Proxy Statement (including the Schedules
hereto), neither the Value Realization Committee, nor any of the Nominees or any
of the other participants in this solicitation, or any of their respective
associates: (i) directly or indirectly beneficially owns any Shares or any
securities of the Company; (ii) has had any relationship with the Company in any
capacity other than as a stockholder, or is or has been a party to any
transactions, or series of similar transactions, since January 1, 1998, with
respect to any Shares; or (iii) knows of any transactions since January 1, 1998,
currently proposed transaction, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any of them or their respective affiliates
had, or will have, a direct or indirect material interest. In addition, other
than as set forth herein, there are no contracts, arrangements or understandings
entered into by the Value Realization Committee or any of the Nominees or any
other participant in this solicitation or any of their respective associates
within the past year with any person with respect to any of the Company's
securities, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies.
-18-
<PAGE>
Except as set forth in this Proxy Statement (including the Schedules
hereto), neither the Value Realization Committee nor any of the Nominees, nor
any of the other participants in this solicitation, or any of their respective
associates, has entered into any agreement or understanding with any person with
respect to (i) any future employment by the Company or its affiliates or (ii)
any future transactions to which the Company or any of its affiliates will or
may be a party. However, the Value Realization Committee has reviewed, and will
continue to review, on the basis of publicly available information, various
possible business strategies that they might consider in the event that the
Nominees are elected to the Board. In addition, if and to the extent that the
Nominees are elected, the Nominees intend to conduct a detailed review of the
Company and its assets, financial projections, corporate structure, dividend
policy, capitalization, operations, properties, policies, management and
personnel and consider and determine what, if any, changes would be desirable in
light of the circumstances which then exist.
OTHER MATTERS AND ADDITIONAL INFORMATION
The Value Realization Committee is not aware of any other proposals to
be brought before the Annual Meeting. However, should other proposals be brought
before the Annual Meeting, the persons named as proxies on the enclosed BLUE
proxy card will vote on such matters in their discretion.
THE VALUE REALIZATION COMMITTEE
April __, 2000
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<PAGE>
SCHEDULE I
TRANSACTIONS IN THE SECURITIES OF NASHUA CORP.
Shares of Common Price Date of
Stock Purchased/(Sold) Per Share Purchase/Sale
NEWCASTLE PARTNERS, L.P.
------------------------
5,000 8.0000 2/22/00
900 8.0000 2/23/00
50,000 8.0625 2/24/00
300 7.5625 2/29/00
53,000 7.8750 3/7/00
1,000 8.0000 3/8/00
9,900 9.1250 3/20/00
25,000 9.2500 3/21/00
(5,000) 10.200 3/24/00
(5,000) 10.250 3/27/00
10,000 8.5625 3/31/00
JOHN A. BRICKER, JR.
--------------------
100 8.4375 2/1/00
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<PAGE>
SCHEDULE II
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OF THE COMPANY
The following is based on information contained in the
Management Proxy Statement.
Security Ownership of Certain Beneficial Owners
The following table shows the number of shares and percentage of
Nashua's common stock beneficially owned by all persons known to Nashua to be
the beneficial owners of more than 5% of its common stock, as of March 3, 2000:
<TABLE>
<CAPTION>
Amount and Percent of
Nature of Beneficial Common Stock
Name of Beneficial Owner Ownership (1) Outstanding
------------------------------- -------------------- ------------
<S> <C> <C>
Gabelli Funds, LLC/GAMCO Investors, Inc./Gabelli
International II Limited/Gabelli Advisers, Inc./
Gabelli Group Capital Partners, Inc./Gabelli Asset
Management Inc./Marc J. Gabelli/Mario J. Gabelli (a)....................1,055,899 18.0%
One Corporate Center, Rye, NY 10580
Dimensional Fund Advisors Inc. (b)...........................................479,800 8.2%
1299 Ocean Avenue, Santa Monica, CA 90401
The TCW Group, Inc./Robert Day (c)...........................................434,900 7.4%
865 South Figueroa Street, Los Angeles, CA 90017
Franklin Resources, Inc./Charles B. Johnson/Rupert H. (d)...................429,200 7.3%
Johnson, Jr./Franklin Advisory Services, LLC
777 Mariners Island Boulevard, San Mateo, CA 94404
David L. Babson and Company Incorporated (e).................................382,200 6.5%
One Memorial Drive, Cambridge, MA 02142-1300
Fleet Boston Corporation (f) .........................................346,574 5.9%
One Federal Street, Boston, MA 02110
</TABLE>
- -----------------
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<PAGE>
1. The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the
information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rules, beneficial ownership includes any
shares as to which an individual or group has sole or shared voting
power or investment power and also any shares which an individual or
group has the right to acquire within 60 days of March 3, 2000 through
the conversion of any convertible note or the exercise of any stock
option, warrant or other right. The inclusion herein of such shares,
however, does not constitute an admission that the named stockholder is
a direct or indirect beneficial owner of such shares. Unless otherwise
indicated, each person or group named in the table has sole voting or
investment power (or shares power with his or her spouse) with respect
to all shares of capital stock listed as owned by such person or
entity.
(a) Information is based on a joint Schedule 13D (Amendment No. 21) dated
March 3, 2000, furnished by such beneficial owners which are affiliated
with one another. Gabelli Funds, LLC owns 278,000 shares for which it
has sole voting power and sole dispositive power. GAMCO Investors, Inc.
owns 756,899 shares, for which it has sole voting power as to 753,399
shares and sole dispositive power. Gabelli International II Limited
owns 15,000 shares for which it has sole voting power and sole
dispositive power. Gabelli Advisers, Inc. owns 6,000 shares for which
it has sole voting power and sole dispositive power.
(b) Information is based on Schedule 13G dated February 11, 2000, furnished
by such beneficial owner. Dimensional Fund Advisors Inc.
("Dimensional") has sole voting and sole dispositive power.
Dimensional, an investment advisor registered under Section 203 of the
Investment Advisors Act of 1940, furnishes investment advice to four
investment companies registered under the Investment Company Act of
1940, and serves as investment manager to certain other commingled
group trusts and separate accounts. These investment companies, trusts
and accounts are the "Funds". In its role as investment advisor or
manager, Dimensional possesses voting and/or investment power over the
securities of Nashua that are owned by the Funds. All securities
reported are owned by the Funds. Dimensional disclaims beneficial
ownership of such securities.
(c) Information is based on Schedule 13G (Amendment No. 4), dated February
11, 2000, furnished by such beneficial owners. The TCW Group, Inc. and
Robert Day have shared voting and shared dispositive power.
(d) Information is based on Schedule 13G (Amendment No. 2) dated January
26, 2000, furnished by such beneficial owners. Franklin Advisory
Services, LLC has sole voting and sole dispositive power.
(e) Information is based on Schedule 13G (Amendment No. 1) dated February
4, 2000, furnished by such beneficial owner. David L. Babson and
Company Incorporated has sole voting and sole dispositive power.
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<PAGE>
(f) Information is based on Schedule 13G dated February 14, 2000, furnished
by such beneficial owner. Fleet Boston Corporation has sole voting
power as to 198,400 shares, shared voting power as to 6,374 shares and
sole dispositive power as to 340,200 shares.
Security Ownership of Management
The following table shows the number of shares and percentage of
Nashua's Common Stock deemed to be beneficially owned by each director and
nominee for director, the executive officers of Nashua defined in the Management
Proxy Statement as the "Named Executive Officers" and by all directors and
executive officers of Nashua as a group, as of March 3, 2000:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF COMMON
NAME BENEFICIAL OWNERSHIP (1) STOCK OUTSTANDING
---- ------------------------ ------------------
<S> <C> <C>
Sheldon A. Buckler............................12,589 (2) *
Gerald G. Garbacz............................281,612 (3) (10) 4.8%
Charles S. Hoppin.............................13,589 (2) *
John J. Ireland...............................49,142 (4) (10)
John M. Kucharski.............................14,089 (2) *
Joseph R. Matson..............................33,580 (5) (10) *
David C. Miller, Jr............................8,589 (2) (6) *
Peter J. Murphy................................6,652 (2) *
James F. Orr III..............................15,589 (2) *
John L. Patenaude.............................37,110 (7) (10) *
Bruce T. Wright...............................52,938 (8) (10) *
Directors and Executive Officers
as a group (12 persons)...................505,541 (9) (10) (11) 8.6%
- -----------------
</TABLE>
* Less than 1% of outstanding shares of common stock
(1) Information as to the interests of the respective nominees has been
furnished in part by them. The number of shares beneficially owned is
determined under rules promulgated by the Securities and Exchange
Commission, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which an individual or group has sole
or shared voting power or investment power and also any shares which an
individual or group has the right to acquire within 60 days of March 3,
2000 through the conversion of any convertible note or the exercise of any
stock option, warrant or other right. The inclusion herein of such shares,
however, does not constitute an admission that the named stockholder is a
direct or indirect beneficial owner of such shares. Unless otherwise
indicated, each person or group named in the table has sole voting or
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<PAGE>
investment power (or shares power with his or her spouse) with respect to
all shares of capital stock listed as owned by such person or entity.
(2) Includes shares each non-employee director has a right to acquire through
stock options which are exercisable as of May 2, 2000 - Mr. Buckler, 5,000
shares; Mr. Hoppin, 7,000 shares; Mr. Kucharski, 7,000 shares; Mr. Miller,
4,000 shares; Mr. Murphy, 3,000 shares; and Mr. Orr, 7,000 shares.
(3) Includes 90,000 shares Mr. Garbacz has a right to acquire through stock
options which are exercisable as of May 2, 2000. Also includes 120,000
shares of performance based restricted stock, 60,000 shares of which will
vest when the average closing price over a ten trading day period of
Nashua shares (the "Ten Day Average Closing Price") reaches $19.00; and
60,000 shares of which will vest when the Ten Day Average Closing Price
reaches $21.00. However, any shares which have not vested upon the earlier
of (i) October 24, 2002 or (ii) termination of employment, will be
forfeited. Also includes 25,000 shares of performance based restricted
stock, 12,500 shares of which will vest when the Ten Day Average Closing
Price reaches $21.00; and 12,500 shares of which will vest when the Ten
Day Average Closing Price reaches $23.00. However, any shares which have
not vested upon the earlier of (i) December 15, 2003 or (ii) termination
of employment, will be forfeited. Also includes 9,000 shares of restricted
stock, 4,500 shares of which will vest on December 31, 2000 if Mr. Garbacz
is an employee of the Company at such time and the remaining 4,500 shares
of which will vest on December 31, 2001 if Mr. Garbacz is an employee of
the Company at such time, provided that 100% will vest in the event of a
change of control as defined in Mr. Garbacz's Change of Control and
Severance Agreement dated June 24, 1998.
(4) Includes 33,500 shares Mr. Ireland has a right to acquire through stock
options which are exercisable as of May 2, 2000. Also includes 5,000
shares of performance based restricted stock, 2,500 shares of which will
vest when the Ten Day Average Closing Price reaches $18.00; and 2,500
shares of which will vest when the Ten Day Average Closing Price reaches
$20.00. However, any shares which have not vested upon the earlier of (i)
February 25, 2003 or (ii) termination of employment, will be forfeited.
Also includes 10,000 shares of performance based restricted stock, 5,000
shares of which will vest when the Ten Day Average Closing Price reaches
$21.00; and = 5,000 shares of which will vest when the Ten Day Average
Closing Price reaches $23.00. However, any shares which have not vested
upon the earlier of (i) December 15, 2003 or (ii) termination of
employment, will be forfeited.
(5) Includes 22,700 shares Mr. Matson has a right to acquire through stock
options which are exercisable as of May 2, 2000. Also includes 10,000
shares of performance based restricted stock, 5,000 shares of which will
vest when the Ten Day Average Closing Price reaches $20.00; and 5,000
shares of which will vest when the Ten Day Average Closing Price reaches
$25.00. However, any shares which have not vested upon the earlier of (i)
October 24, 2002 or (ii) termination of employment, will be forfeited.
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<PAGE>
(6) Includes 1,395 shares held by Mr. Miller's spouse.
(7) Includes 14,500 shares Mr. Patenaude has a right to acquire through stock
options which are exercisable as of May 2, 2000. Also includes 10,000
shares of performance based restricted stock, 5,000 shares of which will
vest when the Ten Day Average Closing Price reaches $19.00; and 5,000
shares of which will vest when the Ten Day Average Closing Price reaches
$21.00. However, any shares which have not vested upon the earlier of (i)
May 12, 2003 or (ii) termination of employment, will be forfeited. Also
includes 10,000 shares of performance based restricted stock, 5,000 shares
of which will vest when the Ten Day Average Closing Price reaches $21.00;
and 5,000 shares of which will vest when the Ten Day Average Closing Price
reaches $23.00. However, any shares which have not vested upon the earlier
of (i) December 15, 2003 or (ii) termination of employment, will be
forfeited.
(8) Includes 50,000 shares Mr. Wright has a right to acquire through stock
options which are exercisable as of May 2, 2000.
(9) Includes 205,200 shares which the directors and executive officers of
Nashua have the right to acquire through stock options which are
exercisable as of May 2, 2000.
(10) Includes shares held in trust under the Company's Employees' Savings Plan
under which each participating employee has voting power as to the shares
in his account. As of March 3, 2000, 2,612 shares are held in trust for
Mr. Garbacz's account; 642 shares are held in trust for Mr. Ireland's
account; 1,610 shares are held in trust for Mr. Patenaude's account; 880
shares are held in trust for Mr. Matson's account; 2,238 shares are held
in trust for Mr. Wright's account; and 5,744 shares are held in trust for
the accounts of all directors and executive officers as a group. No
director other than Mr. Garbacz participates in the Plan.
(11) Includes 219,000 shares of performance based restricted stock.
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<PAGE>
YOUR VOTE IS IMPORTANT
Tell your Board what you think! No matter how many Shares you own, please
give the Value Realization Committee your proxy FOR the election of the Nominees
and FOR the Poison Pill Resolution by taking three steps:
1. Sign the enclosed BLUE Proxy Card;
2. Date the enclosed BLUE Proxy Card; and
3. Mail the enclosed BLUE Proxy Card today in the envelope provided (no
postage is required if mailed in the United States).
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee of other institution, only it can vote such Shares and only upon receipt
of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the BLUE proxy
card representing your Shares. The Value Realization Committee urges you to
confirm in writing your instructions to the Value Realization Committee in care
of D. F. King & Co., Inc. at the address provided below so that the Value
Realization Committee will be aware of all instructions given and can attempt to
ensure that such instructions are followed.
If you have any questions or require any additional information concerning
this Proxy Statement, please contact D. F. King & Co., Inc at the address set
forth below:
D. F. KING & CO., INC
77 Water Street
New York, NY 10005-4495
Call Toll Free (800) ____________
or
Banks and Brokers Call (212) ___-_____
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<PAGE>
NASHUA CORPORATION ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE VALUE REALIZATION COMMITTEE
The undersigned stockholder of Nashua Corporation ("Nashua") appoints the
Value Realization Committee and each of them, as attorneys and agents with full
power of substitution to vote all Shares which the undersigned would be entitled
to vote if personally present at the Annual Meeting of stockholders of the
Company that is currently scheduled to be held on April 25, 2000, at a time and
place to be announced by Nashua and including at any adjournments,
postponements, continuations or reschedulings thereof and at any special meeting
called in lieu thereof, as follows:
THE VALUE REALIZATION COMMITTEE RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW AND FOR THE POISON PILL RESOLUTION.
1. ELECTION OF DIRECTORS: FOR WITHHOLD FOR ALL
ALL ALL Except nominee
Nominees: Mark E. Schwarz, written below
John A. (Pete) Bricker, Jr.,
Dan E. Bruhl, M.D., Joseph A. [ ] [ ] [ ]
Malick
2. APPROVAL OF FOR AGAINST ABSTAIN
STOCKHOLDER PROPOSAL [ ] [ ] [ ]
3. In their discretion with respect to any other matters as may properly come
before the Annual Meeting.
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<PAGE>
The undersigned hereby revokes any other proxy or proxies heretofore given
to vote or act with respect to the Shares held by the undersigned, and hereby
ratifies and confirms all action the herein named attorneys and proxies, their
substitutes, or any of them may lawfully take by virtue hereof. If properly
executed, this proxy will be voted as directed above. If no direction is
indicated with respect to the above proposals, this proxy will be voted FOR the
election of the Nominees, or any substitutions or additions thereto, including
cumulatively for all or fewer than all of the Nominees and FOR the approval of
the Stockholder Proposal, in the sole discretion of the proxies and in the
manner set forth in Item 3 above.
This proxy will be valid until the sooner of one year from the date
indicated below and the completion of the Annual Meeting.
DATED: _________________________________, 2000.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
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(Signature)
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(Signature, if held jointly)
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(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN.
EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE
CAPACITY IN WHICH SIGNING.
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE!
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL
D. F. KING & CO., INC.
CALL TOLL FREE (800) ___-____
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