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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report: October 14, 1997
(Date of earliest event reported)
THOMPSON PBE, INC.,
A DELAWARE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE COMMISSION FILE: 95-4215913
(State or other jurisdiction 0-25038 (I.R.S. Employer Identification No.)
of incorporation or
organization)
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4553 GLENCOE AVENUE, SUITE 200
MARINA DEL REY, CALIFORNIA 90292
(Address of principal executive offices, including zip code)
(310) 306-7112
(Registrant's phone number, including area code)
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ITEM 5 OTHER EVENTS
Thompson PBE, Inc., a Delaware corporation ("Thompson"), FinishMaster,
Inc., an Indiana corporation ("FinishMaster"), and FMST Acquisition Corporation,
a Delaware corporation and wholly owned subsidiary of FinishMaster ("FMST"),
have entered into an Agreement and Plan of Merger, dated as of October 14, 1997
(the "Merger Agreement"), providing for the merger of FMST with and into
Thompson. The Merger Agreement provides for the acquisition of Thompson through
(i) a cash tender offer by FMST to acquire all the issued and outstanding shares
of Common Stock of Thompson, par value $.001 per share, and the stock purchase
rights associated therewith (collectively, the "Shares"), for $8.00 per Share
and (ii) a merger pursuant to which FMST will merge with and into Thompson. The
Boards of Directors of Thompson, FinishMaster and FMST have each approved the
merger of FMST with and into Thompson following consummation of the tender offer
upon the terms and subject to the conditions set forth in the Merger Agreement.
The Merger Agreement includes provisions prohibiting Thompson from
actively soliciting another purchaser and provides for the payment of certain
fees to FinishMaster in the event of a termination of the Merger Agreement under
certain circumstances.
Thompson and FinishMaster have issued a joint press release announcing
the execution of the Merger Agreement, which is filed herewith as Exhibit 99.1
ITEM 7 FINANCIAL STATEMENT AND EXHIBITS
(c) The following exhibits are filed with this report:
99.1 Press Release dated October 15, 1997.
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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.
THOMPSON PBE, INC.
a Delaware corporation
Date: October 15, 1997 By: /s/ Mortimer A. Kline, III
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Name: Mortimer A. Kline, III
Title: Chairman of the Board, President
and Chief Executive Officer
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THOMPSON PBE, INC.
INDEX TO EXHIBITS
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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99.1 Press Release dated October 15, 1997
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EXHIBIT 99.1
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, 1997 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 opportunity 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 serve 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."
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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."
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 a
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 required 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 Rey,
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 news 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.
