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 14, 1997
FINISHMASTER, INC.
(Exact name of registrant as specified in its charter)
Indiana 000-23222 38-2252096
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(State or other jurisdiction) (Commission File Number) (IRS Employer
Identification No.)
4259 40th Street, SE, Kentwood, Michigan 49512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (616) 949-7604
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Item 5. Other Events.
Pursuant to General Instruction F to Form 8-K, the press release issued
October 15, 1997, concerning the Agreement and Plan of Merger dated October 14,
1997 among Thompson PBE, Inc., a Delaware Corporation, FinishMaster Inc., an
Indiana Corporation and FMST Acquisition Corporation, a Delaware Corporation and
wholly owned subsidiary of FinishMaster under which FinishMaster and FMST will
acquire each of the outstanding shares of Thompson PBE, Inc. for $8.00 per share
in cash is incorporated herein by reference and is attached hereto as Exhibit
99.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99 - Press Release dated October 15, 1997
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.
FINISHMASTER, INC.
By: /s/ Andre B. Lacy
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Andre B. Lacy, Chairman of
the Board and Chief Executive
Officer
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FinishMaster to Acquire Thompson PBE
for $8.00 per Share In Cash Tender Offer
October 15, 1997
FinishMaster, Inc. ("FinishMaster") (Nasdaq National Market: FMST) and Thompson
PBE, Inc. ("Thompson") (Nasdaq National Market: THOM) jointly announced that
they have signed a definitive Agreement and Plan of Merger under which
FinishMaster will acquire each of the outstanding common shares of Thompson for
$8.00 in cash. Under the agreement, a wholly-owned subsidiary of FinishMaster
will promptly commence a tender offer to acquire all outstanding Thompson shares
for $8.00 per share. The transaction price represents a 73% premium over
Thompson's stock price on July 8th, the last trading day before Thompson
announced it would explore strategic alternatives to maximize shareholder value.
The transaction price is also equal to Thompson's 52-week high closing price.
"We are very enthusiastic about the potential this combination presents in
supporting our long-term commitment to provide value and quality services to the
auto refinish industry," commented Andre B. Lacy, Chairman and Chief Executive
Officer of FinishMaster. "The combined company will be a significant aftermarket
distributor of automotive paint and related supplies. We will service over 150
distribution sites and expect pro forma sales of approximately $320 million.
From a financial point of view, we believe this is an excellent transaction for
our shareholders. It is expected to enhance earnings per share in calendar year
1998 on a pro forma basis and improve our prospects for the future."
Thomas Young, President of FinishMaster and an industry veteran, added, "The
acquisition of Thompson will give FinishMaster enhanced national distribution
capabilities and permit us to better serve our customers."
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Mort Kline, Chief Executive Officer of Thompson, stated that, "Combining
Thompson and FinishMaster is good for Thompson stockholders and employees alike.
We are pleased that our business will be in the hands of people who have
long-term perspective and fully understand all of our challenges and
opportunities."
The transaction is expected to be completed late in 1997, subject to customary
conditions, including receipt of regulatory approvals. The transaction is not
subject to any financing contingencies.
There is minimal geographic overlap between the two businesses, which will
enable the combined company to serve its customers on a national scope. Both
FinishMaster and Thompson are distributors of automotive paints, coatings, and
paint-related accessories to the automotive collision repair industry.
FinishMaster currently serves customers from sites located throughout the
Mid-Atlantic, Southeast, and Midwest regions. Thompson, based in Marina del Ray,
California, supplies the automotive collision repair industry with distribution
sites throughout Southern California and the Northeast, Southeast, Southwest,
and Rocky Mountain regions.
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Smith Barney Inc. acted as exclusive financial advisor to FinishMaster in this
transaction. Donaldson, Lufkin and Jenrette Securities Corporation acted as
exclusive financial advisor to Thompson.
This press release contains forward-looking statements regarding the prospective
effect of the proposed acquisition of Thompson by FinishMaster. Actual results
may differ materially from such forward-looking statements. The forward looking
statements relate to topics which involve risks and uncertainties including, but
not limited to, the conditions to the proposed acquisition and general economic
conditions which affect the business of Thompson and FinishMaster.
For more information on FinishMaster via the Internet visit our Corporate News
on the Net page at http://www.businesswire.com/cnn/fmst.htm or via fax through
our NewsOnDemand service call 800/411-3989.
CONTACT: FinishMaster, Inc.
Thomas Young or Roger Sorokin, 616/949-7604
or
Seyferth & Associates, Inc.
Jeff Lambert or Steve Poole, 800/435-9539
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