EXHIBIT (a)(1)(H)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made only by
the Offer to Purchase, dated June 9, 2000, and the related Letter of Transmittal
and any amendments or supplements thereto, and is being made to all holders of
Shares. The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. However, the Purchaser (as defined
below) may, in its discretion, take such action as it may deem necessary to make
the Offer in any jurisdiction and extend the Offer to holders of Shares in such
jurisdiction. In those jurisdictions where securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchaser by one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
OF
PREMIUMWEAR, INC.
AT
$13.50 NET PER SHARE
BY
PENGUIN SUB, INC.
A WHOLLY OWNED SUBSIDIARY OF
NEW ENGLAND BUSINESS SERVICE, INC.
Penguin Sub, Inc., a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of New England Business Service, Inc., a Delaware corporation
("NEBS"), is offering to purchase all of the outstanding shares of common stock,
par value $.01 per share, of PremiumWear, Inc., a Delaware corporation (the
"Company"), including the associated rights to purchase preferred stock
(collectively, the "Shares"), at price of $13.50 per Share, net to the seller in
cash, on the terms and subject to the conditions set forth in Offer to Purchase,
dated June 9, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Tendering stockholders who have Shares
registered in their names and who tender directly to EquiServe Trust Company,
N.A. (the "Depositary") will not be charged brokerage fees or commissions or,
subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the
purchase of Shares pursuant to the Offer. Stockholders who hold their Shares
through a broker or bank should consult such institution as to whether it
charges any service fees. The Purchaser will pay all charges and expenses of the
Depositary and The Altman Group, Inc., which is acting as the information agent
(the "Information Agent"), incurred in connection with the Offer. Following the
consummation of the Offer, the Purchaser intends to effect the Merger described
below.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON FRIDAY, JULY 7, 2000, UNLESS THE OFFER IS EXTENDED
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The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration date of the Offer a number of
Shares that represents at least a majority of the issued and outstanding Shares
on a fully diluted basis and (ii) the satisfaction of any conditions to NEBS'
borrowing under its credit facility an amount sufficient to purchase all of the
outstanding Shares and to pay for the cancellation of all outstanding options to
purchase Shares. The Offer is also subject to other conditions. See Section 14
of the Offer to Purchase.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as
of May 26, 2000 (the "Merger Agreement"), among NEBS, the Purchaser and the
Company. The purpose of the Offer is for NEBS, through the Purchaser, to acquire
a majority voting interest in the Company as the first step in acquiring the
entire equity interest in the Company. The Merger Agreement provides that, among
other things, the Purchaser will make the Offer and that as promptly as
practicable after the purchase of Shares pursuant to the Offer and the
satisfaction or waiver of the other conditions set forth in the Merger Agreement
and in accordance with relevant provisions of the General Corporation Law of the
State of Delaware (the "DGCL"), the Purchaser will be merged with and into the
Company, with the Company continuing as the surviving corporation (the
"Merger"). At the effective time of the Merger (the "Effective Time"), each
Share issued and outstanding immediately prior to the Effective Time (other than
Shares owned by NEBS or any of its subsidiaries or by the Company or any of its
subsidiaries, all of which will be cancelled, and other than Shares that are
held by stockholders, if any, who properly exercise their dissenters' rights
under the DGCL) will be converted into the right to receive $13.50 net in cash,
or any higher price that is paid in the Offer, without interest thereon.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY (I) DETERMINED THAT THE TERMS
OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE
STOCKHOLDERS OF THE COMPANY AND DECLARED THAT THE OFFER AND THE MERGER ARE
ADVISABLE, (II) APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER AND
(III) RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES PURSUANT TO THE OFFER AND APPROVE AND ADOPT THE MERGER AGREEMENT
AND THE MERGER.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares for payment pursuant to
the Offer. In all cases, on the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payment from the Purchaser
and transmitting such payment to tendering stockholders. Under no circumstances
will interest on the purchase price of Shares be paid by the Purchaser because
of any delay in making any payment. Payment for Shares tendered and accepted for
payment pursuant to the Offer will be made only after the timely receipt by the
Depositary of (i) certificates for such Shares or timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to
the procedures set forth in the Offer to Purchase, (ii) a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof) with
all required signature guarantees or, in the case of book-entry transfer, an
Agent's Message (as defined in the Offer the Purchase), and (iii) any other
documents required by the Letter of Transmittal.
The Purchaser may, without the consent of the Company, extend the Offer beyond
the scheduled Expiration Date but in no event beyond September 23, 2000 (the
"Termination Date"). If all conditions to the Offer have been satisfied or
waived, the Purchaser will accept for payment and pay for all Shares validly
tendered and not withdrawn on or prior to the expiration of the offer; provided,
however, that the Purchaser may from time to time extend the Expiration Date of
the Offer up to the Termination Date, and may extend the Offer to provide a
"subsequent offering period" for at least three business days, during which
time stockholders may tender, but not withdraw, their Shares and receive the
Offer consideration. The Purchaser may not extend the Offer during any
subsequent offering period for more than 20 business days (for all such
extensions). The term "Expiration Date" means 5:00 p.m., New York City time, on
Friday, July 7, 2000 unless the Purchaser shall have extended the period of time
for which the Offer is open, in which event the term "Expiration Date" shall
mean the latest time and date at which the Offer, as so extended by the
Purchaser, shall expire.
Any extension of the period during which the Offer is open will be followed, as
promptly as practicable, by public announcement thereof, such announcement to be
issued not later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. During any such extension, all
Shares previously tendered and not withdrawn will remain subject to the Offer,
subject to the rights of a tendering stockholder to withdraw such stockholder's
Shares (except during any subsequent offering period).
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date (except during any subsequent offering period) and, unless
theretofore accepted for payment pursuant to the Offer, also may be withdrawn at
any time after Monday, August 7, 2000. Except as otherwise provided in Section 4
of the Offer to Purchase, tenders of Shares made pursuant to the Offer are
irrevocable. For a withdrawal of Shares tendered pursuant to the Offer to be
effective, a written, telegraphic or facsimile transmission notice of withdrawal
must be timely received by the Depositary at one of its addresses set forth on
the back cover of the Offer to Purchase. Any notice of withdrawal must specify
the name, address and taxpayer identification number of the person who tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the name of
registered holder of such shares, if different from that of the person who
tendered the Shares. If certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the
physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and, unless such Shares have
been tendered for the account of an Eligible Institution (as defined in the
Offer to Purchase), the signature on the notice of withdrawal must be guaranteed
by an Eligible Institution. If Shares have been tendered pursuant to the
procedures for book-entry transfer as set forth in the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser, in its sole discretion, and
its determination will be final and binding on all parties.
The receipt of cash in exchange for Shares pursuant to the Offer or the Merger
will be a taxable transaction for U.S. federal income tax purposes and may also
be a taxable transaction under applicable state, local or foreign tax laws. In
general, a stockholder who receives cash in exchange for Shares pursuant to the
Offer or the Merger will recognize gain or loss for U.S. federal income tax
purposes equal to the difference, if any, between the amount of cash received
and such stockholder's adjusted tax basis in the Shares exchanged therefor.
Provided that such Shares constitute capital assets in the hands of the
stockholder, such gain or loss will be capital gain or loss, and will be
long-term capital gain or loss if the holder has held the Shares for more than
one year at the time of sale. The maximum U.S. federal income tax rate
applicable to individual taxpayers on long-term capital gains is 20%, and the
deductibility of capital losses is subject to limitations. All stockholders
should consult with their own tax advisors as to the particular tax consequences
of the Offer and the Merger to them, including the applicability and effect of
the alternative minimum tax and any state, local or foreign income and other tax
laws and of changes in such tax laws. For a more complete description of certain
U.S. federal income tax consequences of the Offer and the Merger see Section 5
of Offer to Purchase.
The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
The Company has provided to the Purchaser its list of stockholders and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Questions and requests for assistance and copies of the Offer to Purchase, the
Letter of Transmittal and all other tender offer materials may be directed to
the Information Agent at its address and telephone number set forth below and
will be furnished promptly at the Purchaser's expense. The Purchaser will not
pay any fees or commissions to any broker or dealer or any other person (other
than the Information Agent) for soliciting tenders of Shares pursuant to the
Offer.
The Information Agent for the Offer is:
THE ALTMAN GROUP, INC.
60 East 42nd Street, Suite 1241
New York, New York 10165
Call Collect (212) 681-9600
BANKS, BROKERS & STOCKHOLDERS CALL (800) 206-0007
June 9, 2000