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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
______________________
Date of Report (Date of earliest event reported):
February 27, 1996
W.H. BRADY CO.
(Exact name of registrant as specified in its charter)
Wisconsin 0-12730 39-0178960
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6555 West Good Hope Road, P.O. Box 571
Milwaukee, WI 53201-0571
(Address of principal executive offices)
(414) 358-6600
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On February 27, 1996, W.H. Brady Co. entered into an Agreement and Plan of
Merger (the "Agreement") with Varitronic Systems, Inc. Pursuant to the
Agreement on February 29, 1996, VSI Acquisition Co., a Minnesota corporation
(which is a wholly-owned subsidiary of Brady USA, Inc., a Wisconsin corporation
("BUSA") which is a wholly-owned subsidiary of W.H. Brady) began a tender offer
(the "Offer") to purchase all of the shares of Varitronic Systems, Inc. common
stock. The Agreement provides that, among other things, as soon as practicable
after the purchase of shares pursuant to the Offer and the satisfaction of the
other conditions set forth in the Agreement, all in accordance with the
relevant provisions of the Minnesota Business Corporation Act ("MBCA"), VSI
Acquisition Co. will be merged with and into Varitronic Systems, Inc. (the
"Merger"). Following consummation of the Merger, Varitronic Systems, Inc. will
continue as the surviving corporation and will be an indirect wholly-owned
subsidiary of W.H. Brady. At the effective time of the Merger, each issued and
outstanding share (other than shares owned by Varitronic Systems, Inc., W.H.
Brady, or any subsidiary of either, including VSI Acquisition Co. and BUSA, or
shares with respect to which appraisal rights are properly exercised under the
MBCA) will be converted into and represent the right to receive $17.50 (or any
higher price that may be paid for each share pursuant to the Offer) in cash,
without interest thereon. If all of the outstanding shares and shares covered
by employee stock option plans are tendered, the aggregate purchase price is
estimated at $46 million. A copy of the press release announcing the signing
of the Agreement is attached as Exhibit 1.
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Item 7. Financial Statements and Exhibits.
Exhibits. The following exhibits are filed herewith;
99.1 Text of press release, dated February 27, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly authorized this report to be signed on its behalf by the
undersigned thereunto duly authorized.
W.H. BRADY CO.
March 6, 1996 By:/s/ Thomas E. Scherer
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Date Thomas E. Scherer
Vice President and Controller
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EXHIBIT 99.1
[BRADY LETTERHEAD]
FOR: W.H. BRADY CO.
VARITRONIC SYSTEMS, INC.
For more information contact:
Donald P. DeLuca (414) 438-6810
FOR IMMEDIATE RELEASE
W.H. BRADY CO. REACHES MERGER AGREEMENT WITH VARITRONIC SYSTEMS, INC.
MILWAUKEE, Wis. (February 27, 1996)-- W.H. Brady Co. (Nasdaq: BRCOA) and
Varitronic Systems, Inc. (Nasdaq: VRSY) today jointly announced that they have
entered into a definitive merger agreement providing for the acquisition by
W.H. Brady Co. of all of the outstanding common stock of Varitronic for $17.50
per common share in cash.
In accordance with the merger agreement, which has been approved by the
boards of directors or both companies, an indirect subsidiary of W.H. Brady Co.
will commence a tender offer within three business days for all of the
outstanding Varitronic shares at $17.50 per common share in cash. Any shares
not acquired in the tender offer will be acquired at $17.50 per common share in
cash in a subsequent merger.
Brady and Varitronic stated that the tender offer will be made only
pursuant to definitive offering documents. Robert W. Baird & Co.
Incorporated is advising W.H. Brady Co. and Baird will act as dealer manager in
connection with the offer. Brown, Gibbons, Lang & Co., L.P. has acted as
financial advisor to Varitronic Systems, Inc.
"We are extremely pleased that Varitronic will join the W.H. Brady Co.
family," said Katherine M. Hudson, W.H. Brady Co. president and chief executive
officer.
Donald J. Kramer, a Varitronic director, stated, "The agreement
announced today marks the beginning of another stage in the company's history
and serves the best economic interests of Varitronic's shareholders."
Varitronic, headquartered in Minneapolis, develops, manufactures and
markets supply-consuming lettering, labeling, signage and presentation systems
which enhance the quality, professionalism and effectiveness of a wide range of
communications. It also offers a broad range of consumable supplies and
accessories which are used with all of its products. Its manufacturing
facilities are located in the Minneapolis area.
W.H. Brady Co. is an international manufacturer of industrial
identification products and coated materials. It employs 2,100 people
worldwide and markets more than 30,000 industrial identification,
telecommunication, governmental, public utility, computer and data-storage
markets. In fiscal 1995 it reported $314 million in sales and $28 million in
net income. Its headquarters are at 6555 West Good Hope Road, Milwaukee. In
addition to having several U.S. operations, Brady has operations in Canada,
Belgium, France, England, Germany, Sweden, Scotland, Italy, Australia,
Singapore, Japan, Hong Kong, South Korea and New Zealand.
