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): June 17, 2003
Commission file number 1-5064
Jostens, Inc.
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(Exact name of Registrant as specified in its charter)
Minnesota 41-0343440
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(State or other jurisdiction (I.R.S. Employer Identification number)
of incorporation organization)
5501 Norman Center Drive,
Minneapolis, Minnesota 55437
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (952) 830-3300
Item 5. Other Events and Required FD Disclosure.
On June 17, 2003, Jostens, Inc. ("Jostens") entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") by and among Ring Holding
Corp. ("Parent"), Ring Acquisition Corp. and Jostens, pursuant to which Ring
Acquisition Corp., a newly formed company controlled by DLJ Merchant Banking
Partners III, L.P. and certain of its affiliated funds, each of which is managed
by CSFB Private Equity, will be merged with and into Jostens (the "Merger"),
with Jostens as the surviving corporation. Under the terms of the Merger
Agreement, which was approved by the unanimous consent of the Board of Directors
of Jostens, holders of each class of Jostens' common stock will receive
approximately $48 per share in cash, which amount may be increased or decreased
under certain conditions set forth in the Merger Agreement (the "Merger
Consideration"). If the Merger does not occur on or prior to July 31, 2003, the
aggregate Merger Consideration payable under the Merger Agreement will increase
by $163,934 per day from and after August 1, 2003 until the closing date, but in
no event shall the aggregate amount of any such increase exceed $10,000,000.
Each outstanding stock option or warrant that is exercisable for common stock of
the Company will also be converted into the right to receive the Merger
Consideration less the per share exercise price of such stock option or warrant,
as applicable.
Jostens has been advised by Parent that it currently intends (1) to
refinance Jostens' credit facility under that certain Second Amended and
Restated Credit Agreement, dated as of December 13, 2002, among Jostens,
JPMorgan Chase Bank, J.P. Morgan Securities Inc. and the other parties named
therein, in connection with the Merger and (2) to undertake, following the
consummation of the Merger, a change of control offer to redeem (A) Jostens' 12
3/4% Senior Subordinated Notes due 2010 at 101% of the principal amount thereof
plus any accrued but unpaid interest in accordance with the terms of that
certain Indenture, dated as of May 10, 2000, between Jostens and The Bank of New
York and (B) Jostens' 14% Senior Redeemable Payment-in-Kind Preferred Stock at
101% of the liquidation preference thereof plus any accrued but unpaid dividends
in accordance with the terms of the Certificate of Designation of the Powers,
Preferences and Rights of the 14% Senior Redeemable Payment-in-Kind Preferred
Stock, and Qualifications, Limitations and Restrictions thereof dated as of May
10, 2000.
In connection with the proposed Merger, dissenters' rights, in accordance
with Section 302A.471 of the Minnesota Business Corporation Act ("MBCA"), will
be available to those common shareholders of the Company who comply with the
requirements of Section 302A.473 of the MBCA.
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,
a copy of which is annexed hereto as Exhibit 2.1 and is incorporated herein by
reference.
A copy of the press release issued by Jostens on June 17, 2003 announcing
the execution of the Merger Agreement was filed as an exhibit to Jostens'
Periodic Report on Form 8-K filed on June 17, 2003 and 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.
99.1 Press release issued by Jostens on June 17, 2003 announcing
the execution of the Merger Agreement, incorporated by
reference to Jostens' Periodic Report on Form 8-K filed on
June 17, 2003.
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, thereunto duly authorized.
JOSTENS, INC.
Date: June 30, 2003 /s/ Robert C. Buhrmaster
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Robert C. Buhrmaster
Chairman of the Board and
Chief Executive Officer
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.
99.1 Press release issued by Jostens on June 17, 2003 announcing
the execution of the Merger Agreement, incorporated by
reference to Jostens' Periodic Report on Form 8-K filed on
June 17, 2003.