<PAGE>
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) January 21, 1998
---------------------------
UNISOURCE WORLDWIDE, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE File No. 1-14482 13-5369500
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
P.O. Box 3000-0935, Berwyn, Pennsylvania 19312
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 296-4470
------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
------------
On January 21, 1998, the Registrant issued two press releases, copies
of which are attached as exhibits and incorporated herein by this
reference as though fully set forth within this Item 5.
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
--------
(99.1) Press Release dated January 21, 1998.
(99.2) Press Release dated January 21, 1998.
<PAGE>
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/ Thomas A. Decker
---------------------------
Thomas A. Decker
Senior Vice President,
General Counsel and Secretary
Dated: January 21, 1998
<PAGE>
Exhibit Index
-------------
(99.1) Press Release dated January 21, 1998.
(99.2) Press Release dated January 21, 1998.
<PAGE>
Exhibit 99.1
News Release
Contact
Martha A. Buckley JoAnn P. Huston
Director, Corporate Communications Manager, Investor Relations
610-722-3511 610-722-3513
UNISOURCE REPORTS FIRST QUARTER EARNINGS;
Announces New IT Strategy, Grocery Charge
Berwyn, Pennsylvania - January 21, 1998 -- Unisource Worldwide, Inc.
(NYSE:UWW) reported today earnings of $0.21 per share, excluding special
charges, for its first quarter of fiscal 1998, which ended December 31, 1997.
Those results do not reflect a one-time charge of $1.60 per share for the
write-off of capitalized development and related costs associated with the
company's IT system, as well as a tax charge of $.08 per share on the sale of
its US grocery supply business. Including those charges, the company reported a
loss of $1.47 per share for the quarter.
Revenues for the quarter were $1.9 billion, an 8.1% increase over the first
quarter of fiscal 1997. Excluding special charges, operating income declined
18.5% to $36.7 million, and net income declined 29.1% to $14.3 million.
"Revenue growth in our base business was very encouraging," noted president
and chief operating officer, Charles F. White. "After adjusting for acquisitions
and the sale of our grocery supply business, revenues were up 5.5%. Now we must
focus on increasing gross profit and decreasing expenses."
-more-
<PAGE>
Unisource said the charge for the write-off of NADS, its North American
Distribution System, would be $168 million before taxes ($109 million
after-tax), or $1.60 per share. The charge, which is primarily non-cash, is
comprised of $155 million for writing off the deferred asset, along with $13
million for other related expenses.
In October, Unisource announced an in-depth study under the direction of
CFO Richard Bogan to evaluate the cost/benefit relationship of the company's IT
system. "Our study has concluded that NADS would not cost-effectively meet our
company's information technology needs," Bogan commented. "SAP was designed
primarily for manufacturing applications and is more complex than is required
for marketing and distribution operations. Also, the extensive and continuing
customization required for our business environment makes it prohibitively
expensive to install future upgrades and enhancements to the system."
Unisource will instead focus on enhancing and consolidating its existing
legacy systems. "Although we have many variations, our company is running on
three basic operating systems in addition to SAP," Bogan said. "In fact, our
primary system, SFD, currently runs nearly 60% of our business. We're confident
we'll be able to make the necessary system enhancements and consolidations with
a minimum of disruption to our operations," Bogan continued. "We'll begin by
consolidating the various versions of SFD into one, 2000-compliant, standard SFD
application. We expect to accomplish that by the middle of our fiscal year 1999.
We'll continue in similar fashion with our other two major systems until we have
an integrated, cost-effective IT solution," Bogan concluded.
Unisource first quarter earnings also reflect a tax charge of $6 million or
$.08 per share resulting from the October sale of its grocery supply business.
The tax charge resulted from the fact that the company's basis for tax purposes
was significantly lower than for book purposes.
-more-
In a separate release, Unisource announced that it intends to take a pre-
tax charge in the range of $55 to $70 million in its second fiscal quarter to
streamline its organizational structure.
Ray B. Mundt, chairman and chief executive officer of Unisource, commented,
"The combined steps we are taking will position our company for consistent,
profitable growth in
<PAGE>
revenues, earnings and shareholder value for the future. Our initial goal is to
reduce expenses to 80% of gross profits by the end of fiscal 1999.
"Clearly, with all the change and realignment announced today, 1998 is a
transitional year for Unisource. We'll begin to realize the full benefits of
these changes in fiscal year 1999. Our earnings in 1998, excluding special
charges, will be sufficient to comfortably cover our dividend, as we remain
fully committed to our $.20 per share quarterly dividend to shareholders."
Unisource Worldwide, Inc. (http://www.unisourcelink.com), headquartered in
Berwyn, Pennsylvania, is the largest marketer and distributor of paper products
and supply systems in North America. The company's fiscal 1997 revenues were
more than $7 billion.
This press release contains certain forward-looking statements which
involve known and unknown risks, uncertainties or other factors not under the
company's control which may cause the actual results, performance or
achievements of the company to be materially different from the results,
performance or other expectations implied by these forward-looking statements.
###
<PAGE>
This schedule presents the financial results of Unisource Worldwide, Inc.
excluding a special charge in fiscal 1998 of $168 million, $109 million net of
tax ($1.60 loss per share) related to the write-off of capitalized development
and related costs associated with NADS; and a tax charge of $5.7 million ($0.08
loss per share) associated with the sale of a significant portion of its U.S.-
based Grocery Supply Systems business.
UNISOURCE WORLDWIDE, INC.
FINANCIAL SUMMARY (in thousands, except earnings per share)
<TABLE>
<CAPTION>
Three Months Ended December 31
-------------------------------------------------------
1997 1996 % Change
------------- ----------- ------------
<S> <C> <C> <C>
Revenues
Printing and imaging $ 1,172,665 $ 1,097,562 6.8%
Supply systems 696,470 630,971 10.4
- ------------------------------------------------------------------------------------------------------
1,869,135 1,728,533 8.1
Costs and Expenses
Cost of goods sold - printing and imaging 1,018,647 935,828 8.8
Cost of goods sold - supply systems 527,486 492,601 7.1
Selling and administrative 286,258 255,000 12.3
- ------------------------------------------------------------------------------------------------------
1,832,391 1,683,429 8.8
- ------------------------------------------------------------------------------------------------------
Income from Operations 36,744 45,104 (18.5)
Interest 12,123 10,361
- ------------------------------------------------------------------------------------------------------
Income Before Income Taxes 24,621 34,743
Provision for Income Taxes 10,334 14,592
- ------------------------------------------------------------------------------------------------------
Net Income $ 14,287 $ 20,151
============= ============
Basic and Diluted Earnings Per Share $ 0.21 $ 0.30 (30.0)
============= ============
Shares Outstanding 68,567 67,576
============= ============
Shares Outstanding - assuming dilution 69,066
=============
Operations Analysis:
Gross profit %, printing and imaging 13.1% 14.7%
Gross profit %, supply systems 24.3% 21.9%
Total gross profit % 17.3% 17.4%
SG&A as a % of revenues 15.3% 14.8%
SG&A as a % of gross profit 88.6% 85.0%
Operating income % of revenues 2.0% 2.6%
</TABLE>
This information is provided for additional analysis and is not intended to be a
presentation in accordance with generally accepted accounting principles.
<PAGE>
UNISOURCE WORLDWIDE, INC.
FINANCIAL SUMMARY (in thousands, except earnings per share)
<TABLE>
<CAPTION>
Three Months Ended December 31
-----------------------------------------------
1997 1996 % Change
------------ ----------- -----------
<S> <C> <C> <C>
Revenues
Printing and imaging $ 1,172,665 $ 1,097,562 6.8%
Supply systems 696,470 630,971 10.4
- -----------------------------------------------------------------------------------------------------------
1,869,135 1,728,533 8.1
Costs and Expenses
Cost of goods sold - printing and imaging 1,018,647 935,828 8.8
Cost of goods sold - supply systems 527,486 492,601 7.1
Selling and administrative 286,258 255,000 12.3
Special charge (1) 168,000 -
- -----------------------------------------------------------------------------------------------------------
2,000,391 1,683,429
- -----------------------------------------------------------------------------------------------------------
(Loss) Income from Operations (131,256) 45,104
Interest 12,123 10,361
- -----------------------------------------------------------------------------------------------------------
(Loss) Income Before Income Taxes (143,379) 34,743
(Benefit) Provision for Income Taxes (2) (42,766) 14,592
- -----------------------------------------------------------------------------------------------------------
Net (Loss) Income $ (100,613) $ 20,151
============= ===========
Basic and Diluted (Loss) Earnings Per Share (3) $ (1.47) $ 0.30
============= ===========
Shares Outstanding 68,567 67,576
============= ===========
Operations Analysis:
Gross profit %, printing and imaging 13.1% 14.7%
Gross profit %, supply systems 24.3% 21.9%
Total gross profit % 17.3% 17.4%
SG&A as a % of revenues 15.3* 14.8%
SG&A as a % of gross profit 88.6* 85.0%
Operating income % of revenues 2.0* 2.6%
</TABLE>
* Excludes Special Charge.
(1) Represents write-off of capitalized development and related costs
associated with NADS.
(2) Includes a $5.7 million tax charge related to non-deductible intangible
assets associated with the sale of a significant portion of the Company's
United States-based Grocery Supply Systems business.
(3) The special charge in fiscal 1998 amounted to an after-tax loss of $109
million (($1.60) per share). The tax charge associated with the sale of
Grocery Supply Systems amounted to a loss of ($0.08) per share.
<PAGE>
Exhibit 99.2
News Release
CONTACT:
Martha A. Buckley JoAnn P. Huston
Director, Corporate Communications Manager, Investor Relations
610-722-3511 610-722-3513
UNISOURCE ANNOUNCES PLAN TO STREAMLINE COMPANY
Berwyn, Pennsylvania (January 21, 1998) -- Unisource Worldwide, Inc. (NYSE:
UWW) announced today that it will take a number of significant steps to
streamline the company's organization, accelerate profitable growth and improve
its return to shareholders. The steps outlined include moving from a regional to
a functionally-aligned organizational structure, closing or consolidating
underperforming and overlapping locations, and implementing more consistent
business practices across the company. As many as 50 locations and approximately
800 employees will be impacted by these moves. The company expects to take a
pre-tax charge in the range of $55 million to $70 million in the second fiscal
quarter, which ends March 31, 1998, to reflect the costs of the realignment.
Ray B. Mundt, chairman and chief executive officer of Unisource, stated:
"Our results during our first year as a public company did not meet our
expectations. In fact, they have been a significant disappointment. As a result,
we have reviewed our entire U.S. organization to determine what steps need to be
taken to position this company for consistent and dependable growth in revenues,
earnings and shareholder value for the future."
-more-
<PAGE>
Unisource became a separate publicly traded company following a spin-off
from Alco Standard Corporation in December 1996. The company's US operations are
currently organized into 143 operating divisions and 426 locations, which report
through five regional headquarters.
"Too much of our capital is invested in assets which are not producing
adequate returns for our shareholders," Mundt said. "Additionally, our current
organizational structure and diverse business processes are too costly, and
inhibit both efficient operation and effective communication."
Charles F. White, president and chief operating officer of Unisource,
added, "Customers today demand responsive, cost-effective solutions.
Streamlining our company and moving to more consistent business processes will
accelerate our ability to initiate change and leverage our size and scale, while
delivering value to our customers and shareholders." The company will complete
its plans and begin implementation by the end of March, 1998.
As part of its first quarter earnings release today, the company also
announced that it will not proceed with implementation of its SAP-based
information system, and will focus instead on consolidating its existing
information systems and bringing them into 2000 compliance. To reflect the
write-off of the deferred asset and related costs, Unisource took a
first-quarter pre-tax charge of $168 million, which is primarily non-cash.
"Our management team is committed to grow this company and to provide an
appropriate return on our investment, " Mundt stated. "Clearly, with all the
change and realignment announced today, 1998 is a transitional year for
Unisource. We'll begin to realize the full benefits of these changes in fiscal
1999. Our earnings in 1998, excluding special charges, will be sufficient to
comfortably cover our dividend, and we are committed to our $.20 per share
quarterly dividend to shareholders," Mundt concluded.
-more-
Unisource Worldwide, Inc. (http://www.unisourcelink.com), headquartered in
Berwyn, Pennsylvania, is the largest marketer and distributor of paper products
and supply systems in North America. The company's revenues for fiscal 1997 were
more than $7 billion.
<PAGE>
This press release contains certain forward-looking statements which
involve known and unknown risks, uncertainties or other factors not under the
company's control which may cause the actual results, performance or
achievements of the company to be materially different from the results,
performance or other expectations implied by these forward-looking statements.
###
