SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
July 18, 1995
CHASE CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 1-9852 11-1797126
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
50 Braintree Hill Park, Braintree, Massachusetts 02184
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 848-2810
CONFORMED COPY
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Item 5. Other Events.
On July 25, 1995, the Company purchased 1,302,693 shares
of its Common Stock from Francis M. Chase, its Chairman of the
Board Emeritus, pursuant to a Stock Redemption Agreement dated July
18, 1995. On July 26, 1995, the Company resold 265,000 of such
shares in a private transaction.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
No. Description
99.1 Stock Redemption Agreement dated July 18, 1995 between
Chase Corporation and Francis M. Chase. Filed herewith.
99.2 Press release dated July 25, 1995 of Chase Corporation.
Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: August 29, 1995 CHASE CORPORATION
By:/s/ Peter R. Chase
Peter R. Chase
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
99.1 Stock Redemption Agreement dated July 18, 1995
between Chase Corporation and Francis M.
Chase. Filed herewith. 5
99.2 Press release dated July 25, 1995 of Chase
Corporation. Filed herewith. 8
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Exhibit 99.1
STOCK REDEMPTION AGREEMENT
This agreement is entered into this 18th day of July, 1995 by and
between Chase Corporation, a Massachusetts corporation (the
"Company") and Francis M. Chase ("Mr. Chase") who resides at 449
Jerusalem Road, Cohasset, Massachusetts.
Mr. Chase is the beneficial and record owner of 1,302,693 shares
of the Company's common stock, such shares are referred to herein
as the "Shares."
This agreement relates to the redemption by the Company of the Shares.
The parties hereto agree as follows:
1.Redemption of Common Stock.
2. At the Closing, the Company will redeem the Shares at a purchase
price of $3.75 a share for a total consideration of $4,885,098.75
payable by certified or bank check, or wire transfer of immediately
available funds.
3. The Closing shall take place at 10:00 a.m. on July 25, 1995 at the
offices of Messrs. Palmer & Dodge, One Beacon Street, Boston,
Massachusetts 02108.
4. At the Closing, Mr. Chase will deliver to the Company stock certificates
representing the Shares.
5.Representations and Warranties of Mr. Chase.
Mr. Chase represents and warrants to the Company that:
6. Mr. Chase owns of record and beneficially all of the Shares to be
transferred hereunder, free and clear of any liens, security
interests or encumbrances or any other restrictions on transfer
except under applicable securities laws.
7. The execution, delivery and performance of this agreement by Mr.Chase
does not conflict with or result in the breach of any agreement,
instrument, order, judgment or decree to which Mr. Chase is
subject.
8. This agreement has been duly executed and delivered by Mr.Chase and
constitutes a valid and binding obligation of his, enforceable in
accordance with its terms.
9.Representations and Warranties of the Company.
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The Company hereby represents and warrants to Mr. Chase that:
10. The execution, delivery and performance of this agreement by the
Company does not conflict with or result in the breach of any
agreement, instrument, order, judgment or decree to which the
Company is subject, including but not limited to its by-laws or
Articles of Organization.
11. This agreement has been duly executed and delivered by the Company
and constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms; and the execution,
delivery and performance of this agreement has been duly authorized
by all necessary corporate action of the Company.
12. Director Emeritus.
At the Closing Mr. Chase will resign as a director of the Company and shall
be elected to the position of Director Emeritus. As Director
Emeritus, Mr. Chase will be entitled to notice of and to attend all
meetings of the directors, but will not be entitled to vote and
will not receive any director fees. As Director Emeritus Mr. Chase
shall be named in the Company's annual report and proxy materials.
With respect to all observances of the 50th anniversary of the Company, Mr.
Chase's substantial contributions as a founder, Chairman, President
and Chief Executive Officer shall be recognized.
13. Miscellaneous.
14. At the Closing, Mr. Chase will be furnished the opinion
of Messrs. Palmer & Dodge with respect to the matters specified in
paragraphs 3(a) and (b) hereof.
15. At the Closing, the Company will pay Mr. Chase's legal fees in
connection with this transaction as set forth in a letter of even
date to the Company from counsel to Mr. Chase.
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16. All notices hereunder shall be in writing and shall be deemed given
when personally delivered or when mailed by registered or certified
mail, return receipt requested, postage prepaid as follows:
If to the Company: Chase Corporation
50 Braintree Hill Park
Suite #220
Braintree, MA 02184
Attention: President
with a copy to: Palmer & Dodge
One Beacon Street
Boston, MA 02108
Attention: George M. Hughes, Esq.
If to Mr. Chase: 449 Jerusalem Road
Cohasset, MA 02025
with a copy to: Gerald H. Abrams, Esq.
30 Beechcroft Road
Newton, MA 02158
or to such other address as either party may by notice as provided
hereunder designate to the other party.
17. This agreement may be executed in two or more counterparts, each of
which when so executed and delivered shall constitute an original
and each of which together shall constitute one agreement.
18. This agreement shall be binding upon and shall inure to the benefit
of the Company, Mr. Chase, and their heirs, representatives,
successors and assigns.
19. All questions concerning the construction, validity and
interpretation of this agreement and the performance of the
obligations hereunder will be governed by the internal substantive
laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first written above.
CHASE CORPORATION
By: /s/ Peter R. Chase
President and CEO
/s/ Francis M. Chase
Francis M. Chase
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FOR IMMEDIATE RELEASE
For further information contact
Janice Williams
Ph(617)848-2810 X19
Fax(617)843-9639
CHASE CORPORATION ANNOUNCES STOCK PURCHASE
BRAINTREE, MASS. - July 25, 1995 - CHASE Corporation
(BSE:CTE.B) has completed the purchase of 1,302,693 shares of
its stock held by Francis M. Chase, former Chairman and
C.E.O. of the Company. Mr. Chase, one of the firm's
founders, retired as an employee in 1988 after a career
that spanned more than 40 years. In recognition of his
significant contributions, he was named "Director Emeritus"
by the Board of Directors.
The Corporation plans to retain approximately 75% of the
shares in treasury.
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