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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 9, 1996
W.H. BRADY CO.
(Exact name of registrant as specified in its charter)
Wisconsin 0-12730 39-0178960
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
Number)
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 9, 1996, the Brady USA, Inc. subsidiary of W. H. Brady Co.
("Brady") sent a formal offer to the Board of Varitronic Systems, Inc.
("Varitronic") to acquire Varitronic in a business combination transaction at a
price of $16.00 per share in cash. Brady had previously requested an
opportunity to meet with the Varitronic Board to discuss an offer. In its
letter to Varitronic's Board, Brady stated that its offer would remain open
only through February 13, 1996. The Varitronic Board is scheduled to meet on
February 12, 1996. Brady also said that it would not increase the offer. A
copy of Brady's letter is attached as Exhibit 1.
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 hereunto duly authorized.
W.H. BRADY CO.
February 9, 1996 /s/ Donald P. DeLuca
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Date by: Donald P. DeLuca
Senior Vice President and
Chief Financial Officer
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EXHIBIT 1
[W.H. BRADY CO. LETTERHEAD]
February 9, 1996
Board of Directors
Varitronic Systems, Inc.
300 Interchange North
300 Highway 169 South
Minneapolis, MN 55426
Attention: Scott M. Drill, President
Gentlemen:
The meeting between principals, Board representatives and financial advisors of
Brady and Varitronic on February 7, 1996, was useful in furthering an
understanding of our respective positions. Brady has considered the additional
information you provided at that meeting and the further information you sent
the next day. While we do not agree with a number of the assumptions
underlying your projections, we have considered those projections together with
our internally developed estimates.
As a result of our discussions and a final evaluation, Brady's Board of
Directors has authorized an offer to acquire Varitronic at a value of $16.00
per share in cash. As we have previously communicated, we believe that there
is both logic and a business fit to a combination of Varitronic with Brady; and
that Brady is the logical buyer of Varitronic. We believe that the price
offered is not only fair and in the best interests of the Varitronic
shareholders, but that it is the best offer they will receive. It is also the
highest offer that Brady will make.
We are hopeful that you will, in the exercise of your fiduciary duty, accept
this offer at your Board meeting on February 12, and that we can proceed
expediently to finalize and execute a definitive acquisition agreement. We are
confident this process can be completed within two weeks.
We have been seeking a meeting with the Varitronic Board since December, but
we have yet to receive any formal response. Because of our ongoing discussions
of alternative supply arrangements with other companies, we now need to either
move forward with this transaction or commit to other strategies. Thus, our
offer of $16.00 per share will remain open for endorsement by your Board until
5:00 p.m. on February 13, 1996, at which time the offer will be withdrawn.
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Varitronic Systems, Inc. February 9, 1996
We hope that you will endorse acceptance of this offer, which we believe is in
the best interests of both companies, their shareholders and employees.
Sincerely,
Katherine M. Hudson
President & CEO
KMH:br
