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)
0-19835 95-3624280
(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 5. Other Events.
See attached exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Exhibits
Item No. Exhibit Index
99.1 Press Release (U.S. version) issued October 30, 1998 by
the Registrant
99.2 Press Release (U.K. version) issued October 30, 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: /s/ James E. Freeman, Jr.
--------------------------
James E. Freeman, Jr.
Chief Executive Officer
Dated: October 30, 1998
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page No.
99.1 Press Release (U.S. version) issued
October 30, 1998 by the Registrant
99.2 Press Release (U.K. version) issued
October 30, 1998 by the Registrant
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 CLOSING OF FILOFAX ACQUISITION
IRVINE, CA. October 30, 1998. Day Runner, Inc. (Nasdaq/NMS: DAYR) today
announced that it has assumed control of Filofax Group plc. Day Runner now owns
or has received valid acceptances of its recommended cash tender offer for
Filofax totaling 20,936,994 shares, representing approximately 86.86% of that
company's outstanding shares. Filofax will operate as a subsidiary of Day
Runner. Filofax's managing director, Christopher Brace, will head Filofax's
operations, reporting directly to Day Runner chief executive officer James E.
Freeman, Jr., and Michael Ball will continue as group finance director,
reporting to Mr. Brace. Day Runner's offer is for (pound)2.10 per share ($3.52
at yesterday's exchange rate), and the transaction is valued at approximately
$85.8 million.
Day Runner chairman Mark Vidovich commented, "We are delighted that
Filofax is now part of the Day Runner group. We're confident that the Filofax
brand will be an excellent complement to Day Runner's current product lines, and
we believe that Filofax's established distribution in key markets outside the
U.S. offers substantial growth opportunities. We look forward to working closely
with Filofax's management to build the business."
All conditions to Day Runner's offer, including anti-trust approval, have
been satisfied or waived, and Day Runner has declared its offer for Filofax
unconditional in all respects. The offer will remain open for acceptance until
3:00 p.m. London time, November 12, 1998.
Valid acceptances of Day Runner's offer received by 3:00 p.m. London time
yesterday totaled 17,346,994 Filofax shares, representing approximately 71.97%
of Filofax's outstanding shares. This included acceptances for 5,373,084 Filofax
shares representing approximately 22.29% 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 14.89% 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.
EXHIBIT 99.2
30 October 1998
Not for release or distribution in or into Canada, Australia or Japan
Day Runner UK plc
("Day Runner")
Recommended Cash Offer for
Filofax Group Plc
("Filofax")
Offer Unconditional in all Respects
Level of Acceptances
By 3.00pm (London time) on 29 October 1998 valid acceptances of the Offer had
been received in respect of a total of 17,346,994 Filofax Shares, representing
approximately 71.97 per cent. of the issued share capital of Filofax. This
includes acceptances in respect of 5,373,084 Filofax Shares representing
approximately 22.29 per cent. of the Filofax issued share capital, 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, during the offer period, Day Runner has acquired 3,590,000
Filofax Shares, representing approximately 14.89 per cent. of the issued share
capital of Filofax. Therefore, in total Day Runner now owns or has received
valid acceptances of the Offer in respect of 20,936,994 Filofax Shares,
representing approximately 86.86 per cent. of the issued share capital of
Filofax.
The directors and former director of Filofax and members of their families and
associated interests who entered into irrevocable undertakings to accept the
Offer also held in aggregate a further 305,388 Filofax Shares, representing 1.27
per cent. of the issued share capital of Filofax, prior to the commencement of
the Offer Period.
Save as disclosed above, neither Day Runner nor any person acting, or deemed to
be acting, in concert with Day Runner held any Filofax Shares (or rights over
such shares) immediately before the commencement of the Offer Period, or has
acquired or agreed to acquire Filofax Shares (or rights over Filofax Shares)
during the Offer Period and no acceptances of the Offer have been received from
any persons acting, or deemed to be acting, in concert with Day Runner.
Offer Unconditional in all Respects
All the conditions to the Offer having been satisfied or waived, the Offer has
been declared unconditional in all respects. The Offer will remain open for
acceptance until 3.00pm (London time) on 12 November 1998. Filofax Shareholders
who have not yet accepted the Offer are urged to complete and return their
Acceptance Forms as soon as possible.
The consideration payable under the terms of the Offer will be posted not later
than 12 November 1998 in respect of the Filofax Shares for which valid and
complete acceptances of the Offer have already been received.
Filofax will operate as a subsidiary of Day Runner. Filofax's managing director,
Christopher Brace, will head Filofax's operations, reporting directly to Day
Runner chief executive officer James E. Freeman, Jr. and Michael Ball will
continue as Group Finance Director reporting to Mr. Brace.
Day Runner chairman Mark Vidovich commented, "We are delighted that Filofax is
now part of our group. We're confident that the Filofax brand will be an
excellent complement to Day Runner's current product lines, and we believe that
Filofax's established distribution in key markets outside the U.S. offers
substantial growth opportunities. We look forward to working closely with
Filofax's management to build the business."
Press Enquiries:
Wasserstein Perella Howard Covington 0171 446 8000
Karen Dodd 0171 446 8000
Cazenove Julian Cazalet 0171 825 9350
Edmund Byers 0171 825 9113
Brunswick James Bradley 0171 404 5959
Victoria Sabin 0171 404 5959
Wasserstein Perella, which is regulated in the UK by The Securities and Futures
Authority Limited, is acting for Day Runner and Day Runner, Inc. and no one else
in connection with the Offer and will not be responsible to anyone other than
Day Runner and Day Runner, Inc. for providing the protections afforded to
customers of Wasserstein Perella nor for giving advice in relation to the Offer.
The Offer is not being made, directly or indirectly, in or into Canada,
Australia or Japan. Accordingly, neither copies of this announcement nor any
related offering documents are to be mailed or otherwise distributed or sent in
or into Canada, Australia or Japan.
This announcement does not constitute an offer or invitation to purchase any
securities.
The definitions set out in the offer document dated 30 September 1998 have the
same meaning in this announcement unless the context otherwise requires.
