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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
(AMENDMENT NO. 4)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
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NORWOOD PROMOTIONAL PRODUCTS, INC.
(Name of the Issuer)
NORWOOD PROMOTIONAL PRODUCTS, INC.
FPK, LLC
FRANK P. KRASOVEC
JAMES P. GUNNING, JR.
JOHN H. JOSEPHSON
JOHN FINNELL
(Names of Persons Filing Statement)
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COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
669729-10-5
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(CUSIP Number of Class of Securities)
Richard J. McMahon, Esquire William R. Volk, Esquire
Blank Rome Comisky & McCauley LLP Hughes & Luce, L.L.P.
One Logan Square 111 Congress Avenue, Suite 900
Philadelphia, PA 19103 Austin, TX 78701
(215) 569-5500 (512) 482-6800
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Persons filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an
information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$84,855,634 $16,971
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* For purposes of calculating fee only. The "Transaction Valuation" amount
is based upon the purchase of 4,099,306 shares of common stock, no par
value ("Common Stock"), of Norwood Promotional Products, Inc. at $20.70,
the cash price per share of Common Stock to be paid in the Merger (the
"Merger Consideration"). The payment of the filing fee, calculated in
accordance with Regulation 240.0-11 under the Securities Exchange Act of
1934, as amended, equals one-fiftieth of one percent of the value of the
Common Stock for which the Merger Consideration will be paid.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing:
Amount Previously Paid: $16,971
Form or Registration No.: Schedule 13E-3
Filing Party: Norwood Promotional Products, Inc.
Date Filed: April 29, 1998
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INTRODUCTION
This Amendment No. 4 (the "Final Amendment") amends and supplements
the Rule 13E-3 Transaction Statement on Schedule 13E-3 filed on April 29, 1998
by Norwood Promotional Products, Inc., a Texas corporation (the "Company"), FPK,
LLC, a Delaware limited liability company ("LLC"), Frank P. Krasovec, the
Chairman, President and Chief Executive Officer of the Company and the sole
member and manager of LLC ("Krasovec"), James P. Gunning, Jr., Vice Chairman,
Chief Financial Officer, Treasurer and Secretary of the Company ("Gunning"),
John Finnell, Senior Vice President of Learning and Performance Enhancement of
the Company ("Finnell") and John H. Josephson, a director of the Company
("Josephson"), as amended and supplemented by Amendment No. 1 thereto filed on
June 24, 1998, Amendment No. 2 thereto filed on July 23, 1998 and Amendment No.
3 thereto filed on October 20, 1998 (as amended and restated, the "Transaction
Statement"). The Transaction Statement was filed in connection with the proposed
merger (the "Merger") of Newco, a Texas corporation to be formed as a
wholly-owned subsidiary of LLC ("Newco"), with and into the Company pursuant to
an Agreement and Plan of Merger, dated March 15, 1998, as amended (the "Merger
Agreement"), by and between the Company and LLC, which provided for the Merger
of Newco with and into the Company, with the Company being the surviving
corporation (the "Surviving Corporation").
This Final Amendment is being filed with the Securities and Exchange
Commission pursuant to the requirements of Rule 13e-3(d)(3) promulgated under
the Securities and Exchange Act of 1934, as amended, to report the results of
the Merger. Except as expressly set forth in this Final Amendment, all
information in the Transaction Statement remains unchanged.
ITEM 16. ADDITIONAL INFORMATION.
On October 30, 1998, a Certificate of Merger was duly filed with the
Secretary of State of the State of Texas. The Merger became effective on that
date (the "Effective Date"). As a result of the consummation of the Merger on
the Effective Date, each share of common stock, $0.01 par value per share, of
the Company (the "Common Stock"), issued and outstanding immediately prior to
the Effective Date (other than shares held by the Company or any of its
subsidiaries as treasury stock, shares held by the members of the Buyout Group
(as defined in the Definitive Proxy Statement filed with the Securities and
Exchange Commission on July 23, 1998) and shares held by dissenting
shareholders who have validly exercised and perfected their dissenters' rights
under Texas law) was converted into the right to receive $20.70 in cash,
without interest, subject to applicable back-up withholding of taxes. Each share
of common stock of Newco issued and outstanding immediately prior to the
Effective Time was automatically canceled.
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
NORWOOD PROMOTIONAL PRODUCTS, INC.
By: /s/ FRANK P. KRASOVEC
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Frank P. Krasovec
Chairman, President and Chief
Executive Officer
FPK, LLC
By: /s/ FRANK P. KRASOVEC
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Frank P. Krasovec
President
/s/ FRANK P. KRASOVEC
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FRANK P. KRASOVEC
/s/ JOHN H. JOSEPHSON
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JOHN H. JOSEPHSON
/s/ JAMES P. GUNNING, JR.
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JAMES P. GUNNING, JR.
/s/ JOHN FINNELL
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JOHN FINNELL
Dated: November 9, 1998
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.(a)(1)(A) Commitment Letter dated March 15, 1998 by and between
FPK, LLC, Merrill Lynch Capital Corporation,
NationsBank, N.A. and NationsBanc Montgomery
Securities, LLC.
99.(a)(2)(A) Term Sheet regarding Bank Facilities.
99.(a)(3)(A) Highly Confident Letter dated March 15, 1998 by and
between FPK, LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
99.(a)(4)(A) Commitment Letter dated March 14, 1998 by and between
FPK, LLC and Ares Leveraged Investment Fund, L.P.
99.(a)(5)(A) Term Sheet regarding Preferred Stock.
99.(a)(6)(A) Commitment Letter dated September 15, 1998 by and between
FPK, LLC, Merrill Lynch Capital Corporation, NationsBank, N.A.
and NationsBanc Montgomery Securities, LLC.
99.(a)(7)(E) Term Sheet regarding new Bank Facilities.
99.(a)(8)(E) Letter of Intent dated September 8, 1998 by and between FPK,
LLC and Liberty Capital Partners, Inc.
99.(b)(1)(B) Opinion of J.C. Bradford, financial advisor to the
Special Independent Committee of the Board of
Directors of the Company.
99.(b)(2)(C) Written materials prepared by J.C. Bradford for the
Special Independent Committee of the Board of
Directors dated March 7, 1998.
99.(b)(3)(C) Preliminary written materials prepared by J.C. Bradford for
the Special Independent Committee of the Board of Directors
dated February 26, 1998.
99.(b)(4)(C) Written materials prepared by Merrill Lynch for Frank P.
Krasovec dated November 14, 1997.
99.(b)(5)(C) Written materials prepared by Merrill Lynch for Frank P.
Krosevec dated December 5, 1997.
99.(c)(1)(B) Agreement and Plan of Merger, dated as of March 15,
1998, by and between the Company and FPK, LLC.
99.(d)(1)(D) Definitive Proxy Statement.
99.(d)(2)(B) Notice of Special Meeting of Shareholders of the
Company.
99.(d)(3)(B) Letter to Shareholders from James P. Gunning, Jr.,
Secretary of the Company.
99.(d)(4)(B) Proxy Card.
99.(d)(5)(E) Notice to Shareholders dated October 20, 1998.
99.(e)(B) Text of Articles 5.12 and 5.13 of the Texas Business
Corporation Act.
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(A) Incorporated by reference from Schedule 13D filed March 25,
1998.
(B) Incorporated by reference from the Definitive Proxy Statement
filed July 23, 1998.
(C) Previously filed with Amendment No. 1 to the Schedule 13E-3 on
June 24, 1998.
(D) Previously filed with Amendment No. 2 to the Schedule 13E-3 on
July 23, 1998.
(E) Previously filed with Amendment No. 3 to the Schedule 13E-3 on
October 20, 1998.
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