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 [ ]
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-12
NASHUA CORPORATION
- ----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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:
[Letterhead of Nashua Corporation]
FOR IMMEDIATE RELEASE
Contact: Paul Verbinnen/Judy Brennan
Sard Verbinnen & Co.
212-687-8080
NASHUA CORPORATION COMPLETES RITTENHOUSE ACQUISITION
NEW COMPANY WILL BE #1 IN HIGH-GROWTH SPECIALIZED DIRECT THERMAL PAPER
MARKET AND HAVE MORE THAN $300 MILLION IN ANNUAL SALES
RITTENHOUSE CHAIRMAN AND CEO ANDREW ALBERT
BECOMES NASHUA PRESIDENT AND CHIEF OPERATING OFFICER
------------------------------------
NASHUA, N.H., APRIL 17, 2000 -- Nashua Corporation (NYSE: NSH), a
leading manufacturer of specialty coated products, labels, toners and
developers, announced today it has completed its previously announced
acquisition of Rittenhouse Paper Company.
Rittenhouse, with 1999 revenues of $140 million, manufactures and
markets a wide range of specialty paper, pressure-sensitive labels and
imaging supplies. The transaction is expected to be accretive to Nashua's
2000 earnings per share (EPS) by approximately $0.37 per share on an
annualized basis -- with identified operational and overhead synergies -
and to 2001 EPS by approximately $0.77 per share.
Andrew (Andy) Albert, who was President and Chief Executive Officer
of Rittenhouse, and who led the Company since 1983, now becomes Nashua's
President and Chief Operating Officer. He will also become a member of
Nashua's Board.
Said Jerry Garbacz, Nashua Chairman and Chief Executive Officer, "The
completion of this outstanding transaction brings Nashua's turnaround to
fruition. It nearly doubles Nashua's revenues, substantially enhances our
growth rate and earnings, improves our ability to meet customer needs and
adds a proven industry leader to Nashua's management team. Nashua with
Rittenhouse is clearly a more valuable and attractive company."
Said Andy Albert, "Customer reaction to the Nashua-Rittenhouse
combination has been very positive and I'm delighted to be part of the
Nashua team. As Nashua's new president, I look forward to aggressively
pursuing the substantial corporate and operational synergies we have
identified and on delivering the value we have promised to our
shareholders."
Rittenhouse, which is now a wholly-owned subsidiary of Nashua
Corporation, manufactures and markets a wide range of specialty paper,
pressure-sensitive labels and imaging supplies. In paper, Rittenhouse is
primarily a converter of large rolls of paper into products such as
cut/roll, bond paper, thermal, point-of-sale, ATM and wide format papers.
In labels, it manufactures a wide assortment of pressure-sensitive and
entertainment tickets for both commercial and consumer use. In imaging, it
manufactures and markets ribbons for use in imaging devices. Rittenhouse,
headquartered in Chicago, has manufacturing facilities in Jefferson City,
TN, Dekalb, IL, and Los Angeles, CA.
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.
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 as
supplemented contains a list of the participants in any solicitation on
behalf of the Board of Directors of Nashua. Copies of these proxy materials
are available for no charge from Nashua's proxy solicitor, Corporate
Investor Communications, Inc. at the toll-free number 1-888-238-1257, 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 "will," "is expected to be," 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,
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.
###
