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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) August 11, 1997
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UNISOURCE WORLDWIDE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE File No. 1-14482 13-5369500
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
P.O. Box 3000-0935, Berwyn, Pennsylvania 19312
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 296-4470
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825 Duportail Road, Wayne, Pennsylvania 19087
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On August 11, 1997, the Registrant issued the attached press release.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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(99) Press Release dated August 11, 1997.
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SIGNATURE
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.
UNISOURCE WORLDWIDE, INC.
(Registrant)
By: /s/ Hugh G. Moulton
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Hugh G. Moulton
Executive Vice President and Chief
Administrative Officer
Dated: August 12, 1997
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Exhibit Index
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(99) Press Release dated August 11, 1997.
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Exhibit (99)
Press Release dated August 11, 1997
News Release
Contact
Unisource Worldwide, Inc. National Sanitary Supply Company
Marty Buckley or JoAnn Huston Gary H. Sander
610-722-3511 610-722-3513 513-762-6886
UNISOURCE AND NATIONAL SANITARY TO MERGE
Combination will result in North America's Largest
Sanitary Maintenance Distributor
Berwyn, Pennsylvania and Cincinnati, Ohio - August 11, 1997 -- Unisource
Worldwide, Inc. (NYSE:UWW) and National Sanitary Supply Company (NASD:NSSX)
announced today that they have signed a definitive merger agreement whereby
National Sanitary Supply Company will become a wholly-owned subsidiary of
Unisource. National Sanitary's stockholders will receive a cash payment of $21
per share in the transaction. Debt repayment and other considerations bring the
total purchase price to approximately $163 million.
The Boards of Directors of both companies have approved the agreement. In
addition, Chemed Corporation (NYSE: CHE), which currently owns 82 percent of the
outstanding common stock of National Sanitary, has approved the transaction.
The merger, which is subject to normal and customary conditions as well as
completion of due diligence by Unisource, is expected to be consummated within
ninety days.
-more-
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National Sanitary Supply Company is the largest specialized distributor in
the United States of sanitary maintenance products, with annual revenues in
excess of $300 million. National distributes chemical cleaning compounds, paper
and packaging products and other maintenance supplies and equipment to a wide
variety of customers. Several of the cleaning chemicals and floor care products
are proprietary formulations sold under the National Sanitary Supply Company
brand name.
Unisource is the largest marketer and distributor of paper and supply
systems products in North America, with annual revenues in excess of $7 billion.
The company's supply systems business provides plastic films and containers,
corrugated containers, packaging equipment and supplies, and sanitary
maintenance products to customers in the manufacturing, food processing, health
care, hospitality and other industries.
The merger positions Unisource as the largest distributor of sanitary
maintenance supplies in North America.
"National Sanitary is a perfect fit with our strategy to grow our supply
systems business, and particularly the sanitary maintenance segment," said Ray
B. Mundt, chairman and chief executive officer of Unisource. "Since the
beginning of our fiscal year, we have acquired five sanitary maintenance
distributors with annualized revenues totaling $30 million. The addition of
National Sanitary signals the strength of our commitment to this important
market and will play a pivotal role in the advancement of our maintenance
supplies initiative."
Paul C. Voet, president and chief executive officer of National Sanitary,
commented, "Over the past few years, we have built the largest sanitary
maintenance distribution business in the nation, but we are still regionally
concentrated in the West, Southwest and Midwest. Joining Unisource will further
facilitate our growth and expand our geographic reach. Unisource's extensive
distribution network will enable us to offer our specialized products and
services to customers throughout North America."
-more-
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Unisource Worldwide, Inc. (http://www.unisourcelink.com), is headquartered
in Berwyn, Pennsylvania. National Sanitary Supply Company and Chemed
Corporation are headquartered in Cincinnati, Ohio.
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