UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
NASHUA CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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[Letterhead of Nashua Corporation]
FOR IMMEDIATE RELEASE
Contact: Paul Verbinnen/Judy Brennan
Sard Verbinnen & Co.
212-687-8080
NASHUA WINS SUPPORT IN PROXY CONTEST
PROXY MONITOR BACKS RE-ELECTION OF ALL CURRENT BOARD MEMBERS
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NASHUA, N.H., APRIL 20, 2000 -- Nashua Corporation (NYSE: NSH)
announced today that Proxy Monitor, a leading provider of proxy research,
has recommended that its clients vote to re-elect all seven of Nashua's
incumbent directors to Nashua's Board at the Annual Meeting to be held on
Tuesday, April 25, 2000.
Said Proxy Monitor in its report, "There is no question that the
company's Chief Executive since 1996, Gerald Garbacz, walked into a very
distressed situation ... Mr. Garbacz has almost eliminated the company's
debt and amassed about $25 million in cash. Many assets have been sold off,
and the board asserts the company can now focus on core businesses with
greater prospects for growth."
Regarding the Newcastle group who collectively purchased
approximately 2.5% of Nashua's shares -- beginning only days before
launching their proxy fight - and who have nominated four directors for
election to the seven-member Nashua board, Proxy Monitor reported:
"Newcastle is a question mark, and we question why one of its nominees is a
doctor with no apparent expertise in repositioning companies or in Nashua's
lines of business."
Said Nashua Chairman and Chief Executive Officer Jerry Garbacz: "We
are pleased that Proxy Monitor's independent recommendation supports our
own views on this significant issue and gives credence to several
shareholder friendly steps the Nashua Board has taken, including taking
their compensation in Nashua stock and agreeing to be bound by a
shareholder vote on the Rights plan. More importantly, Proxy Monitor
provides a source for shareholders who are seeking the opinion of a neutral
party that is well experienced in these matters to guide their decision. We
hope our shareholders will vote accordingly and support Nashua's Board of
Directors."
Separately, as stated in its proxy, Nashua's Board has committed to
abide by the outcome of shareholder proposal to redeem the Shareholder
Rights to redeem the Preferred Stock Purchase Rights issued in July, 1996,
unless the plan is approved by holders of a majority of the outstanding
shares.
Proxy Monitor is recommending that its clients vote to redeem the
rights saying, redemption "might serve to flush out some potential bidders"
for Nashua.
Proxy Monitor is a leading provider of proxy research, vote
recommendations and voting agent services for institutional investors. Its
research encompasses over 15,000 companies in the United States and abroad,
the largest coverage offered by any proxy advisory service. Its voting
agent service provides investment managers, pension funds, banks and other
institutional investors with a turnkey solution to proxy voting compliance.
Established in 1984, Proxy Monitor is located in the heart of New York's
financial district, with regional offices in Chicago and Bethesda,
Maryland.
Nashua Corporation markets specialty imaging products and services to
industrial and commercial customers. The Company's products include thermal
papers, pressure-sensitive labels and specialty papers, as well as copier,
ink jet and laser printer supplies. Additional information about Nashua
Corporation can be found on the World Wide Web at www.nashua.com.
If you have any questions related to the Nashua proxy, please call
our proxy solicitor Corporate Investor Communications, Inc., at
1-888-238-1257.
AVAILABILITY OF PROXY MATERIALS INCLUDING PARTICIPANT INFORMATION
On March 20, 2000, Nashua filed with the SEC definitive proxy
materials to be used to solicit votes for the re-election of its Board at
its annual meeting of shareholders, which will be held on April 25, 2000.
Nashua strongly advises all its shareholders to read these materials when
they receive them because they contain important information.
The proxy statement included in Nashua's definitive proxy materials
as supplemented contains a list of the participants in any solicitation
that may be represented by this press release and those definitive proxy
materials. Copies of the proxy materials are available for no charge from
Nashua's proxy solicitor, Corporate Investor Communications, Inc. at the
toll-free number provided above, and from the SEC's web site at
www.sec.gov.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of 1995. When
used in this press release, the words "projected," "will enable," "will,"
and similar expressions are intended to identify such forward-looking
statements. Such forward-looking statements are subject to risks and
uncertainties, which could cause actual results to differ materially from
those anticipated. Such risks and uncertainties include, but are not
limited to, the Company's future capital needs, and resources, fluctuations
in customer demand, intensity of competition from other vendors, timing and
acceptance of new product introductions, delays or difficulties in programs
designed to increase sales and profitability, general economic and industry
conditions, failure to achieve the Rittenhouse transaction's synergies, the
settlement of various tax issues, and other risks set forth in the
Company's filings with the Securities and Exchange Commission. The Company
assumes no obligation to update the information contained in this press
release.
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