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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): July 29, 2003
JOSTENS, INC.
(Exact Name of Registrant as Specified in Charter)
MINNESOTA
(State or Other Jurisdiction of Incorporation)
1-5064 41-0343440
(Commission File Number) (I.R.S. Employer Identification No.)
5501 NORMAN CENTER DRIVE
MINNEAPOLIS, MINNESOTA 55437
(Address of Principal Executive Offices) (Zip Code)
(952) 830-3300
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 29, 2003, Ring Acquisition Corp. ("MergerCo"), a newly-formed
company indirectly controlled by DLJ Merchant Banking Partners III, L.P. and
certain of its affiliated funds (collectively, the "DLJMB Funds"), each of which
is managed by CSFB Private Equity, merged with and into Jostens, Inc. (the
"Company"), pursuant to an Agreement and Plan of Merger, dated as of June 17,
2003 (the "Merger Agreement"), among MergerCo, Jostens Holding Corp. (formerly
known as Ring Holding Corp.) and the Company (the "Merger"). The Company was the
surviving corporation in the Merger.
Prior to the Merger, Investcorp International, Inc., its co-investors
and MidOcean Partners collectively beneficially owned approximately 88% of the
Company's common stock. The consummation of the Merger resulted in a change of
control of the Company. After giving effect to the Merger, the DLJMB Funds
beneficially owned approximately 99% of the outstanding voting securities of the
Company and Messrs. Robert Buhrmaster, the Chief Executive Officer of the
Company, Mike Bailey, the President of the Company and Carl Blowers, a director
of the Company, collectively beneficially owned approximately 1% of the
outstanding voting securities of the Company.
Pursuant to the Merger Agreement, (i) holders of each class of the
Company's common stock received approximately $48.25 per share in cash (the
"Merger Consideration") and (ii) each share of the Company's 14% Senior
Redeemable Payment-In-Kind Preferred Stock (the "Preferred Stock") will remain
outstanding unless tendered by the holders thereof pursuant to the change of
control offer described below. Each outstanding stock option and warrant that
was exercisable for common stock of the Company was converted into the right to
receive the Merger Consideration less the applicable per share exercise price of
such stock option or warrant.
In connection with the Merger, the DLJMB Funds contributed $415.0
million of equity to the Company and the Company refinanced its existing credit
facility through the incurrence by the Company and its wholly-owned subsidiary,
Jostens Canada Ltd. ("Jostens Canada"), of new Senior Secured Credit Facilities
(the "Credit Facilities"). The Credit Facilities consist of: (i) a $475.0
million term loan (the "Term Loan") which was fully funded in connection with
the consummation of the Merger (the "Closing"); (ii) a $150.0 million revolving
facility (the "Revolver") of which approximately $11.0 million was drawn at the
Closing to refinance the Company's and Jostens Canada's then-existing senior
secured credit facility; and (iii) an incremental $50.0 million change of
control term loan (the "Change of Control Term Loan"), the proceeds of which may
be used solely to fund certain change of control payments (the "Change of
Control Note Payments") due to holders of the Company's 12 3/4% Senior
Subordinated Notes due 2010 (the "Notes") who elect to tender their Notes to the
Company pursuant to the Notes change of control offer commenced by the Company
on July 30, 2003 (the "Notes Offer"). In addition, the Company may use the
Revolver from time to time after the Closing to finance its general corporate
needs and for working capital purposes (including in each case those of its
subsidiaries). The Company may also borrow up to $270.0 million of bridge term
loans (the "Bridge Facility") solely for the purpose of financing the Change of
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Control Note Payments and any change of control payments due to holders of the
Preferred Stock who elect to tender their Preferred Stock to the Company
pursuant to the Preferred Stock change of control offer commenced by the Company
on July 30, 2003 (the "Preferred Stock Offer"). Each of the Notes Offer and the
Preferred Stock Offer was required to be commenced by the Company pursuant to
the terms of the indenture relating to the Notes and the certificate of
designations relating to the Preferred Stock, respectively, upon a change of
control of the Company. Commitments for any amounts not borrowed in respect of
the Change of Control Term Loan and the Bridge Facility will be terminated
following the consummation of the Notes Offer and the Preferred Stock Offer and
will not be available to the Company for future use. Credit Suisse First Boston
was the administrative agent for the Credit Facilities and Credit Suisse First
Boston and Deutsche Bank Securities Inc. were the joint book runners and joint
lead arrangers for the Credit Facilities. Substantially all of the assets of the
Company were used to secure the Credit Facilities.
After giving effect to the Merger, the Board of Directors of the
Company (the "Board") consisted of seven directors, all of whom are designated
by the DLJMB Funds; provided that the DLJMB Funds have agreed that Robert
Buhrmaster will be a director for so long as he is employed by the Company as
its Chief Executive Officer and for two years after the date he ceases to be the
Company's Chief Executive Officer. The DLJMB Funds are permitted to increase or
decrease the number of directors who serve on the Board from time to time and
the DLJMB Funds are permitted to designate any such additional directors. After
giving effect to the Merger, the following individuals are now directors of the
Company: Carl Blowers, Robert Buhrmaster, David Burgstahler, Tom Nides, James
Quella, Lawrence Schloss and David Wittels.
The information set forth above does not purport to be complete and
is qualified in its entirety by reference to the full text of the Merger
Agreement, which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger by and among Ring Holding
Corp., Ring Acquisition Corp. and Jostens, Inc., dated as
of June 17, 2003, incorporated by reference to the
Company's Current Report on Form 8-K filed on June 30,
2003.
99.1 Press release issued by Jostens, Inc. on July 29, 2003
announcing the consummation of the transactions
contemplated by the Merger Agreement.
99.2 Jostens, Inc. Notice of Change of Control and Change of
Control Offer to Purchase 12 3/4% Senior Subordinated
Notes due 2010, dated as of July 30, 2003.
99.3 Jostens, Inc. Notice of Change of Control and Change of
Control Offer to Purchase 14% Senior Redeemable
Payment-In-Kind Preferred Stock, dated as of July 30,
2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: August 4, 2003
JOSTENS, INC.
By: /s/ Paula Johnson
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Name: Paula Johnson
Title: Vice President, General Counsel and
Corporate Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger by and among Ring Holding
Corp., Ring Acquisition Corp. and Jostens, Inc., dated as
of June 17, 2003, incorporated by reference to the
Company's Periodic Report on Form 8-K filed on June 17,
2003.
99.1 Press release issued by Jostens, Inc. on July 29, 2003
announcing the consummation of the transactions
contemplated by the Merger Agreement.
99.2 Jostens, Inc. Notice of Change of Control and Change of
Control Offer to Purchase 12 3/4% Senior Subordinated
Notes due 2010, dated as of July 30, 2003.
99.3 Jostens, Inc. Notice of Change of Control and Change of
Control Offer to Purchase 14% Senior Redeemable
Payment-In-Kind Preferred Stock, dated as of July 30,
2003.
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