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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 20, 1998
PEN-TAB INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1833398
(State or other jurisdiction (I.R.S. Employer
Incorporation or organization) Identification Number
167 KELLEY DRIVE
FRONT ROYAL, VA 22630
TELEPHONE: (540) 622-2000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Item 2. Acquisition or Disposition of Assets.
Pen-Tab Industries, Inc. ("Pen-Tab") issued a press release announcing that
on August 20, 1998, it completed the stock purchase of all the assets and
liabilities of Stuart Hall Company, Inc. ("Stuart Hall"), a subsidiary of Newell
Co. for $107 million. Stuart Hall is a manufacturer and marketer of school,
home and office supply products which will complement Pen-Tab's current product
offerings. The impact of the purchase is material to Pen-Tab's consolidated
results. Pen-Tab is financing the stock purchase through an equity contribution
of $40 million from Pen-Tab Holdings, Inc., Pen-Tab's parent company, and $67
million of bank debt. The bank debt draws on a $100 million revolving credit
facility and $35 million term loan. There will be a post closing purchase price
adjustment based on the final audited closing date balance sheet of Stuart Hall.
A copy of the press release is attached hereto as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
(b) Pro Forma Financial Information
Audited financial statements and related pro forma financial
information of the acquired company will be furnished by amendment
to this Form 8-K no later than sixty days from the date of this
8-K.
(c) Exhibits
(99) Press Release dated August 21, 1998
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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 thereunto duly authorized.
Pen-Tab Industries, Inc.
(Registrant)
Date: September 4, 1998 By: /s/ William Leary
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William Leary
Vice President, Chief Financial and
Administrative Officer
(principal financial officer
and accounting officer)
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FRONT ROYAL, VA--Aug. 21, 1998--Pen-Tab Industries, Inc., announced today
the successful completion of their acquisition of Stuart Hall Company, Inc.
The acquisition was financed through a combination of equity and a bank
facility. This acquisition effectively increases Pen-Tab's size to approximately
$200 million in sales and strengthens their position as an industry leader in
value added school and office products. Name brands now include Pen-Tab, Stuart
Hall, Pro, Executive, Tech, Expert, Attitude and many of the best selling
licenses.
Pen-Tab Industries, Inc. is a leading national manufacturer and marketer of
school, home and office supply products headquartered in Front Royal, Va.
