UNITED STATES
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): December 12, 2000
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MOORE CORPORATION LIMITED
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(Exact Name of registrant specified in its charter)
Ontario I-8014 98-0154502
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(State or other Jurisdiction of (Commission File Number) (I.R.S. employer Identification No.)
Incorporation)
Suite 3501, 40 King Street West, Toronto, Ontario, Canada M5H 3Y2
(Address of principal executive offices)
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Registrant's telephone number: (416) 364-2600
Item 5. OTHER EVENTS
On December 21, 2000 Moore Corporation Limited (the "Corporation")
issued U.S. $70.5 million in principal amount subordinated convertible debenture
(the "Debenture") pursuant to a Debenture Purchase Agreement between the
Corporation and Chancery Lane/GSC Investors, L.P. ("Chancery Lane/GSC") dated
December 12, 2000. Chancery Lane/GSC is a private equity vehicle led by Theodore
Ammon, a former general partner of Kohlberg Kravis Roberts & Co. and founder of
Big Flower Press Holdings, Inc. and GSC Partners, a private investment firm. The
Debenture will bear quarterly interest at a rate of 8.70% per annum, will be due
on June 30, 2009 and will be convertible at a price of U.S. $3.25 per share into
common shares of the Corporation. If fully exercised, the conversion feature
will entitle the holder of the Debenture to acquire an approximately 19.7%
interest in the Corporation, based on 88,456,940 common shares of Moore
outstanding as at December 11, 2000. The Debenture will be redeemable at the
Corporation's option at any time after the fifth anniversary of the issue date
at a declining premium of 105.8%, if redeemed in the fifth year after issue,
102.9%, if redeemed in the sixth year after issue, and 100.0% if redeemed
thereafter.
The Corporation will have an obligation to make an offer to purchase
the Debentures and the right to redeem the Debentures upon a change of control
of the Corporation at a premium of 105.0%, if the change of control occurs prior
to the sixth anniversary of the issue date, at a premium of 102.9%, if the
change of control occurs on or after the sixth anniversary but prior to the
seventh anniversary of the issue date, and 100.0%, if the change of control
occurs thereafter. In summary, change of control as defined in the Debenture
means: (i) any merger or consolidation, or sale or transfer of all or
substantially all of the assets, of the Corporation, if following such
transaction, any person or group is the owner of more than 50% of the total
voting power in the aggregate normally entitled to vote in the election of
directors, managers or trustees of the transferee or surviving entity; (ii)
where any person or group becomes the beneficial owner of more than 50% of the
total voting power in the aggregate of all classes of shares of the Corporation
normally entitled to vote in elections of directors; or (iii) during any period
of twelve consecutive months following the date of issue of the Debentures,
individuals, together with successors selected by such individuals, who at the
beginning of such twelve-month period constituted the board of directors of the
Corporation cease to constitute a majority of the board of directors of the
Corporation then in office, as a result of the election and/or removal of
directors by shareholder vote that did not include the affirmative vote of any
one of certain members of Chancery Lance/GSC and their affiliates.
The Corporation, Chancery Lane/GSC and CLGI, Inc., the sole general
partner of Chancery Lane/GSC have also entered into a Standstill Agreement,
dated December 21, 2000, pursuant to which Chancery Lane/GSC and its affiliates
will be subject to a standstill arrangement which generally will limit their
ownership interest in the Corporation to the greater of 19.9% of the
Corporation's common shares on a fully-diluted basis or the ownership level of
the Corporation's largest non-institutional shareholder, subject to certain
exceptions. Under the standstill, Chancery Lane/GSC and its affiliates will also
be subject to restrictions on their ability to make or propose an offer for the
Corporation or to engage in a proxy solicitation. Chancery Lane/GSC has also
agreed to certain restrictions on its right to transfer the Debentures and its
common shares in the Corporation.
The Corporation also entered into a Registration Rights Agreement with
Chancery Lane/GSC, dated December 21, 2000, pursuant to which the Corporation
has agreed to provide certain registration rights to the holders of the common
shares issued upon conversion of the Debentures.
The Corporation has paid to Chancery Lane/GSC a fee and reimbursements
for expenses in an aggregate amount of U.S. $7.5 million upon completion of the
financing.
The investment by Chancery Lane/GSC in the Corporation represents
the culmination of a review of the Corporation's strategic options initiated
by the board of directors early in 2000. During this review, the board
canvassed a full range of strategic alternatives for the Corporation, with
the assistance of Morgan Stanley & Co. Incorporated and RBC Dominion
Securities Inc.
In connection with the completion of Chancery Lane/GSC's strategic
investment in the Corporation, Robert G. Burton has been appointed President and
Chief Executive Officer of the Corporation. W. Ed Tyler has resigned from the
Company to pursue other interests. In connection with his departure from the
Corporation, Mr. Tyler received certain compensatory amounts to which he was
entitled pursuant to his employment agreement with the Corporation. The terms of
Mr. Tyler's employment agreement were described in the Management Information
Circular and Proxy Statement of the Corporation dated March 15th, 2000 mailed to
shareholders in connection with the annual meeting held on April 28th, 2000.
Theodore Ammon, Robert G. Burton, Alfred C. Eckert III, Chairman and
Chief Executive Officer of GSC Partners, Newton N. Minow and John W. Stevens
have been appointed to the Corporation's Board of Directors.
Mr. Burton, who is known for his intense focus on increasing
shareholder value and customer focus is very familiar with the Corporation and
is keenly aware of many of the changes that need to occur to ensure the success
of the company for investors, customers and employees. His prior experience
includes leading former Kohlberg, Kravis & Roberts portfolio company World
Color, where he was Chairman, President and Chief Executive Officer of the NYSE
listed company (WRC).
Prior to leading World Color, Mr. Burton held a series of senior
executive positions at Capital Cities-ABC, including President of ABC
Publishing, as well as senior executive positions at CBS and IBM.
Mr. Ammon is founding partner and Chairman of Chancery Lane Capital
LLC, a former general partner of Kohlberg Kravis Roberts & Co. and the founder
of Big Flower Press Holdings, Inc. Chancery Lane Capital and its affiliates are
investors in numerous public and private companies. Mr. Ammon serves on the
boards of Host Marriott Corporation (NYSE: HMT) and CAIS Internet Inc. (NASDAQ:
CAIS), and is Chairman of each of 24/7 Media Inc. (NASDAQ: TFSM) and Vertis
Holdings, Inc. (formerly Big Flower Holdings, Inc.).
Mr. Eckert founded GSC Partners in 1994. Before then, he was a partner
of Goldman, Sachs & Co. GSC Partners is a private investment firm managing in
excess of $3 billion of private equity, mezzanine, restructuring and high yield
assets, including the Greenwich Street Capital Partners Funds.
Mr. Minow has served on the boards of numerous U.S. public companies
including, among others, Sara Lee Corporation, CBS Inc., Tribune Company and
True North Communications Inc. He has chaired Arthur Andersen's Public Review
Board, the Commission on US Presidential Debates, Carnegie Corporation of New
York, Rand Corporation and the Public Broadcasting Service.
Mr. Stevens is a senior officer and director of Arva Limited, a
Toronto-based private equity investment firm. Until earlier this year, he was
also a partner of Osler, Hoskin & Harcourt LLP, a Toronto-based law firm, and
Managing Partner of its New York office.
Mr. Leon Courville and Ms. Jeanette Lerman have resigned from the Board
of Directors.
Copies of the Debenture, the Debenture Purchase Agreement, the
Standstill Agreement and the Registration Rights Agreement are attached hereto
as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively. The foregoing descriptions
of the Debenture, the Debenture Purchase Agreement, the Standstill Agreement and
the Registration Rights Agreement are qualified in their entirety by reference
to the full text of such exhibits.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release dated December 12, 2000
Exhibit 99.2 8.70% Subordinated Convertible Debenture
due June 30, 2009
Exhibit 99.3 Debenture Purchase Agreement between
Moore Corporation Limited and Chancery
Lane/GSC Investors L.P., dated
December 12, 2000
Exhibit 99.4 Standstill Agreement among Chancery Lane/
GSC Investors L.P., CLGI, Inc and
Moore Corporation Limited, dated
December 21, 2000
Exhibit 99.5 Registration Rights Agreement between
Moore Corporation Limited and Chancery
Lane/GSC Investors L.P., dated
December 21, 2000
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.
MOORE CORPORATION LIMITED
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(Registrant)
By: /s/ J.M. WILSON
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Name: J.M. Wilson
Title: Vice President & Secretary
January 2, 2001
INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT
99.1 Press release dated December 12, 2000
99.2 8.70% Subordinated Convertible Debenture due June 30, 2009
99.3 Debenture Purchase Agreement between Moore Corporation
Limited and Chancery Lane/GSC Investors L.P., dated
December 12, 2000
99.4 Standstill Agreement among Chancery Lane/GSC Investors L.P.,
CLGI, Inc and Moore Corporation Limited, dated
December 21, 2000
99.5 Registration Rights Agreement between Moore Corporation
Limited and Chancery Lane/GSC Investors L.P., dated
December 21, 2000