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): October 30, 1998
DAY RUNNER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
95-3624280 0-19835
(Commission File Number) (I.R.S. Employer Identification No.)
15295 Alton Parkway
Irvine, CA 92618
(Address of principal executive offices)
Registrant's telephone number, including area code: 714/680-3500
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On October 30, 1998, Day Runner, Inc. ("the Registrant") announced that it
had assumed control of Filofax Group plc ("Filofax") as a result of its
previously announced cash tender offer for the outstanding shares of Filofax
stock. The Registrant's offer was for (pound)2.10 per share (approximately
$3.49). The Registrant owned or had received valid acceptances of its cash
tender offer for approximately 87% of the outstanding shares of Filofax as of
October 30, 1998. The Registrant had announced a cash tender offer for the
Filofax shares on September 24, 1998 and had revised its offer on September 25,
1998 to reflect the agreement it had reached with the Board of Directors of
Filofax on the terms of the cash tender offer. The Registrant expects to acquire
the remaining outstanding shares of Filofax before the end of 1998. The
acquisition of Filofax will be funded by bank debt. Filofax will operate as a
subsidiary of the Registrant. The transaction is valued at approximately
$85,500,000.
Filofax is the leading producer of loose-leaf personal organizers for the
retail market in the United Kingdom, and the Filofax brand name is widely
recognized in a number of other key markets around the world. In addition to its
core personal organizer business, Filofax markets business forms and high-end
pens. Filofax has wholly owned subsidiaries in France, Germany, Hong Kong,
Scandinavia, the U.K. and the U.S. and sells primarily through retail
distribution channels in each market.
Filofax's sales from continuing operations for its fiscal year ended March
31, 1998 were approximately (pound)37.7 million (approximately US$62.6 million),
with approximately US$54.0 million, or 86.4% to markets outside the U.S. The
Registrant's sales for its fiscal year ended June 30, 1998 were approximately
$167.8 million, with approximately $12.2 million, or 7.3% to markets outside the
U.S. Currency conversions in this presentation have been made using an exchange
rate of 1.66 which was the exchange rate on November 10, 1998.
Item 5. Other Events.
See attached exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of business acquired
To be filed by amendment.
(b) Proforma Financial information to be filed by amendment
To be filed by amendment.
(c) Exhibits
Item No. Exhibit Index
-------- -------------
99.1 Press Release issued November 12, 1998
by the Registrant
SIGNATURE
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.
DAY RUNNER, INC.
By:
James E. Freeman, Jr.
Chief Executive Officer
Dated: October 30, 1998
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page No.
Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT: Day Runner, Inc.
Judy Tucker
Vice President,
Business Development
714/680-3500, Ext. 3171
Jenifer Kirtland
Director, Investor Relations
714/680-3500, Ext. 3697
Morgen-Walke Associates, Inc.
Doug Sherk/Elizabeth Snowden
415/296-7383
Mark Owen
212/850-5600
DAY RUNNER(R) ANNOUNCES COMMENCEMENT OF COMPULSORY ACQUISITION PROCEDURE FOR
REMAINING FILOFAX SHARES
IRVINE, CA. November 12, 1998. Day Runner, Inc. (Nasdaq/NMS: DAYR)
today announced that it has begun the compulsory acquisition procedure for the
remaining shares of Filofax Group plc. Day Runner took control of Filofax in
late October and now owns or has received valid acceptances of its recommended
cash tender offer for Filofax totaling 23,886,606 shares, representing
approximately 98.94% of that company's outstanding shares. Under UK rules, a
company may implement the procedure to "squeeze out" the remaining stockholders
and compel the transfer of their shares when its combined level of acceptances
of its offer and stock ownership acquired after the launch of the offer reaches
90% or more.
Day Runner will shortly mail compulsory acquisition notices to all
those Filofax stockholders who have not yet accepted Day Runner's offer. The
transfer of the compulsorily acquired shares is expected to take place prior to
December 31, 1998. The offer remains open for acceptance until further notice.
Valid acceptances of Day Runner's offer received by 3:00 p.m. London
time today totaled 20,296,606 Filofax shares, representing approximately 84.07%
of Filofax's outstanding shares. This included acceptances for 5,383,084 Filofax
shares representing approximately 22.30% of Filofax's outstanding shares, held
by directors and a former director of Filofax and certain of their families and
associated interests who entered into irrevocable undertakings to accept the
offer. In addition, Day Runner owns 3,590,000 Filofax shares, representing
approximately 14.87% of the outstanding shares, that it bought on the open
market subsequent to announcing its offer on September 24th.
Filofax is the leading producer of loose-leaf personal organizers for
the UK retail market, and the Filofax brand name is widely recognized in a
number of other key markets around the world. In addition to its core personal
organizer business, Filofax markets business forms and high-end pens. Filofax
has wholly owned sales subsidiaries in France, Germany, Hong Kong, Scandinavia,
the UK and the U.S. and sells primarily through retail distribution channels in
each market.
Filofax's sales from continuing operations for its fiscal year ended
March 31, 1998 were approximately (pound)37.7 million (approximately US$63.3
million), with approximately US$54.7 million, or 86.4%, to markets outside the
U.S. Day Runner's sales for its fiscal year ended June 30, 1998 were
approximately $167.8 million, with approximately $12.2 million, or 7.3%, to
markets outside the U.S. Financial statements have been translated using an
exchange rate of 1.68.
Day Runner is a marketer of personal organizing products to
broad-based consumer audiences through retail distribution. The Company is the
leading developer, manufacturer and marketer of paper-based organizers for the
U.S. retail market and also develops, manufactures and markets a number of
related organizing products, including telephone/address books, appointment
books, business accessories, products for children and students, organizing and
other wall boards and flexible, laminated wall planners, among others. Day
Runner's products are carried by more than 20,000 retail stores across the U.S.
and are available in a number of countries in North America, Europe and the
Asia-Pacific region.
With the exception of the actual reported financial results and
statements of historical fact, the statements made in this news release are
forward looking, reflect the Company's current expectations and involve certain
risks and uncertainties. There can be no assurance that the Company's actual
future performance will meet the Company's expectations. As discussed in the
Company's fiscal 1998 Annual Report on Form 10-K, the Company's future operating
results are difficult to predict and subject to significant fluctuations.
Factors that may cause future results to differ materially from the Company's
current expectations include, among others: the timing and size of orders from
large customers, timing and size of orders for new products, competition, large
customers' inventory management, general economic conditions, the health of the
retail environment, supply constraints and supplier performance.
This announcement does not constitute an offer or an invitation to
purchase any securities. The offer is not being made, directly or indirectly, in
or into Canada, Australia or Japan, and this release is not for distribution in
Canada, Australia or Japan.
####
(R)Day Runner is a registered trademark of Day Runner, Inc.
