<PAGE> 1
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):
AUGUST 25, 1998 (AUGUST 19, 1998)
NORWOOD PROMOTIONAL PRODUCTS, INC.
----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
TEXAS 0-21800 74-2553074
----- ------- ----------
<S> <C> <C>
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
</TABLE>
106 E. SIXTH STREET, SUITE 300
AUSTIN, TEXAS 78701
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(512) 476-7100
<PAGE> 2
ITEM 5. OTHER EVENTS.
On August 19, 1998, the shareholders of Norwood Promotional
Products, Inc. (the "Company") approved and adopted the Agreement and Plan of
Merger, dated March 15, 1998, as amended (the "Merger Agreement"), by and
between the Company and FPK, LLC, a Delaware limited liability company ("LLC"),
that was formed by Frank P. Krasovec, the Company's Chairman and Chief Executive
Officer.
Under the Merger Agreement, a wholly-owned subsidiary of LLC
will merge (the "Merger") with and into the Company. At the effective time of
the Merger, each share of the Company's common stock (other than shares held by
management and certain other shareholders) will be converted into the right to
receive $20.70 in cash. The Merger will become effective approximately one
business day after the satisfaction or waiver of the remaining conditions to the
Merger set forth in the Merger Agreement, including the consummation of the
financing for the transaction. The Company currently expects that the Merger
will be effective in mid-September 1998.
<PAGE> 3
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.
Dated: August 25, 1998 NORWOOD PROMOTIONAL PRODUCTS, INC.
By: /s/ JAMES P. GUNNING, JR.
-------------------------------
Name: James P. Gunning, Jr.
Title: Secretary, Treasurer and
Chief Financial Officer
