SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 11, 2000
IMPAC Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-48821 23-2923682
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
1950 North Ruby Street
Melrose Park, Illinois 60160
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(Address of Principal Executive Offices) (Zip Code)
(708) 344-9100
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On July 11, 2000, pursuant to the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of April 24, 2000, by and among Westvaco
Corporation, a Delaware corporation ("Westvaco"), Collision Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Westvaco ("MergerCo"),
Heritage Fund II, L.P., a Delaware limited partnership, in its capacity as the
Representative pursuant to Article XII of the Merger Agreement and IMPAC Group,
Inc., a Delaware corporation ("IMPAC"), MergerCo merged with and into IMPAC (the
"Merger"). As a result of the Merger, Westvaco owns 100% of the capital stock of
IMPAC. IMPAC was previously owned by its employees and Heritage Partners, a
private equity group in Boston, Massachusetts.
Approximately $500 million will be required to effect the Merger, repay
IMPAC indebtedness and preferred stock and pay related fees and expenses.
Westvaco will obtain these funds from (i) proceeds from the public sale,
completed June 5, 2000, of $200 million principal amount of Floating Rate Notes
due June 5, 2003 and $200 million principal amount of 8.40% Notes due June 1,
2007, (ii) the sale of commercial paper and (iii) cash on hand.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibit is filed as part of this report:
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99.1 Press Release, dated July 11, 2000, of Westvaco
Corporation and IMPAC Group, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: July 24, 2000
IMPAC GROUP, INC.
By: /s/ John J. Carrara
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Name: John J. Carrara
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 99.1 Press Release, dated July 11, 2000, of Westvaco
Corporation and IMPAC Group, Inc.
