<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):
September 21, 1998
Norwood Promotional Products, Inc.
----------------------------------
(Exact name of registrant as specified in its charter)
Texas 0-21800 74-2553074
----- ------- ----------
(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
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 September 21, 1998, Norwood Promotional Products, Inc. (the
"Company") announced that FPK, LLC ("LLC") advised the Company that LLC had
received a letter of intent and a commitment letter for new financing for the
previously announced merger (the "Merger") of a wholly-owned subsidiary of LLC
with and into the Company. The Merger was approved by the Company's shareholders
on August 19, 1998. In the Merger, each share of the Company's common stock
(other than shares held by certain members of the Company's management and
certain employees) will be exchanged for $20.70 per share in cash. LLC is a
limited liability company formed by Frank P. Krasovec, the Company's Chairman
and Chief Executive Officer.
LLC has advised the Company that it has entered into a non-binding
letter of intent with Liberty Partners, L.P. setting forth the terms under which
Liberty Partners, L.P. would provide financing through $37 million in
subordinated debt, $20 million in preferred stock, and $3 million in common
stock. LLC also advised the Company that it has obtained a commitment letter
from Merrill Lynch & Co. and NationsBank, N.A. to provide a $25 million
revolving credit facility and $75 million in term credit facilities. This
financing (the "Financing") replaces the financing that had been previously
arranged for the Merger. The Financing is subject to, among other things,
completion of due diligence and the negotiation and execution of satisfactory
documentation. In order to provide LLC with sufficient time to complete the
Financing, the Company agreed to extend the date after which the Company may
terminate the merger agreement without cause from September 30, 1998 to October
31, 1998. No assurance can be given that the Financing will be completed.
<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: September 23, 1998 NORWOOD PROMOTIONAL PRODUCTS, INC.
By: /s/ JAMES P. GUNNING, JR.
----------------------------------
Name: James P. Gunning, Jr.
Title: Secretary, Treasurer
and Chief Financial Officer
