<PAGE>
Filed pursuant to Rule 424(b)(4)
File No. 33-60253
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 28, 1995
$100,000,000
BEMIS COMPANY, INC.
6.70% NOTES DUE 2005
-----------
Interest on the Notes is payable on January 1 and July 1 of each year,
commencing January 1, 1996. The Notes will mature July 1, 2005. The Notes are
not redeemable prior to maturity. The Notes will be represented by one or more
global Notes registered in the name of the nominee of The Depository Trust
Company. Beneficial interests in the global Notes will be shown on, and
transfers thereof will be effected only through, records maintained by The
Depository Trust Company and its participants. The Notes will trade in The
Depository Trust Company's Same Day Funds Settlement System until maturity, and
secondary market trading activity for the Notes will therefore settle in
immediately available funds. All payments of principal and interest will be made
by the Company in immediately available funds.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
Per Note.................................. 99.768% .650% 99.118%
Total..................................... $99,768,000 $650,000 $99,118,000
<FN>
- --------------
(1) Plus accrued interest from July 1, 1995 to the date of delivery.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $225,000 payable by the Company.
</TABLE>
--------------
The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Notes
will be ready for delivery in book-entry form only through the facilities of The
Depository Trust Company in New York, New York, on or about July 5, 1995,
against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC.
---------
The date of this Prospectus Supplement is June 28, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
--------------
THE COMPANY
The Company is a principal manufacturer of flexible packaging products and
specialty coated and graphics products selling to customers throughout the
United States, Canada and Europe. In 1994, approximately 70% of the Company's
sales were derived from flexible packaging products and approximately 30% were
derived from specialty coated and graphics products. The primary market for its
products is the food industry; other markets include companies in chemical,
agribusiness, pharmaceutical, medical and printing and graphic industries.
CAPITALIZATION
The following table sets forth the capitalization of the Company at March
31, 1995, and as adjusted to give effect to the sale by the Company of the Notes
offered hereby and the application of the net proceeds therefrom (as if such
sale and application of proceeds occurred on such date). See "Use of Proceeds".
<TABLE>
<CAPTION>
AS OF MARCH 31, 1995
(UNAUDITED)
--------------------------
ACTUAL AS ADJUSTED
------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Current portion of long-term debt and short-term borrowings........................... $ 2,447 $ 2,447
------------ ------------
------------ ------------
Long-term debt:
Notes offered hereby................................................................ -- 100,000
Commercial paper (1)................................................................ 166,439 67,546
Industrial revenue bonds payable through 2011 at interest rates of 5 1/2% to
7 1/4%............................................................................. 23,250 23,250
Debt of foreign subsidiaries payable though 1998 at an interest rate of 8 3/8%...... 2,319 2,319
Obligations under capital leases.................................................... 11 11
------------ ------------
Total long-term debt.............................................................. $ 192,019 $ 193,126
Shareholders' equity:
Common stock ($.10 par value; one vote per share; 123,800,000 shares authorized;
56,003,366 shares issued and outstanding).......................................... 5,600 5,600
Capital in excess of par value...................................................... 104,711 104,711
Retained earnings................................................................... 447,215 447,215
Cumulative translation adjustment................................................... 9,283 9,283
Common stock held in treasury (4,512,405 shares).................................... (133,493) (133,493)
------------ ------------
Total shareholders' equity........................................................ 433,316 433,316
------------ ------------
Total capitalization............................................................ $ 625,335 $ 626,442
------------ ------------
------------ ------------
<FN>
- --------------
(1) The commercial paper has been classified as long-term debt in accordance
with the Company's intention and ability to refinance such obligations on a
long-term basis. The average interest rate of commercial paper outstanding
at March 31, 1995, was 6.10%.
</TABLE>
S-2
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following selected consolidated financial information of the Company
for, and as of the end of, each of the five years in the period ended December
31, 1994, has been derived from consolidated financial statements which have
been audited by Price Waterhouse LLP, independent auditors. Selected financial
information presented for the quarters ended March 31, 1995 and 1994, is
unaudited. The selected consolidated financial information should be read in
conjunction with the consolidated financial statements and notes thereto
incorporated by reference in the accompanying Prospectus.
<TABLE>
<CAPTION>
QUARTER ENDED
MARCH 31, FOR THE YEAR ENDED DECEMBER 31,
-------------------- ----------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
--------- --------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED) (IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS DATA:
Net Sales................................. $ 368,551 $ 323,277 $1,390,459 $1,203,494 $1,181,336 $1,141,638 $1,128,173
Costs and expenses:
Cost of products sold................... 290,692 250,978 1,077,130 926,135 908,394 877,789 863,845
Selling, general and administrative
expenses............................... 45,333 44,494 171,139 161,598 157,383 155,045 154,329
Research and development................ 3,257 3,798 13,124 14,084 15,939 13,223 15,394
Interest expense........................ 3,029 1,616 8,395 7,201 7,546 12,101 11,712
Other (income) (1) (538) (199) (802) 17,739 (1,661) (4,178) (1,891)
Minority interest in net income......... 988 602 3,379 2,360 3,449 2,740 3,087
--------- --------- ---------- ---------- ---------- ---------- ----------
Income before income taxes................ 25,790 21,988 118,094 74,377 90,286 84,918 81,697
Provision for income taxes................ 9,700 8,400 45,300 28,300 33,000 31,900 30,800
--------- --------- ---------- ---------- ---------- ---------- ----------
Income before effect of changes in
accounting principles.................... 16,090 13,588 72,794 46,077 57,286 53,018 50,897
Cumulative effect on prior years of
adoption of FAS 112 in 1993 and FAS 106
and FAS 109 in 1992...................... -- -- -- (1,746) (274) -- --
--------- --------- ---------- ---------- ---------- ---------- ----------
Net Income................................ $ 16,090 $ 13,588 $ 72,794 $ 44,331 $ 57,012 $ 53,018 $ 50,897
--------- --------- ---------- ---------- ---------- ---------- ----------
--------- --------- ---------- ---------- ---------- ---------- ----------
Earnings per share of common stock before
effect of changes in accounting
principles (2)........................... $ 0.31 $ 0.26 $ 1.40 $ 0.89 $ 1.11 $ 1.03 $ 0.99
Cumulative effect of adoption of FAS 112
in 1993 and FAS 106 and FAS 109 in 1992
(2)...................................... -- -- -- (.03) (.01) -- --
--------- --------- ---------- ---------- ---------- ---------- ----------
Earnings per share of common stock (2).... $ 0.31 $ 0.26 $ 1.40 $ 0.86 $ 1.10 $ 1.03 $ 0.99
--------- --------- ---------- ---------- ---------- ---------- ----------
--------- --------- ---------- ---------- ---------- ---------- ----------
Average common shares and common stock
equivalents outstanding (2).............. 51,877 51,890 51,953 51,767 51,840 51,530 51,403
FINANCIAL POSITION DATA:
Cash...................................... $ 15,432 $ 11,811 $ 12,726 $ 8,911 $ 101 $ 1,392 $ 9,172
Accounts receivable, net.................. 195,662 177,067 197,164 161,695 166,081 156,835 168,922
Inventories............................... 181,444 145,106 168,153 127,123 128,854 131,317 144,627
Total current assets...................... 434,612 376,343 418,872 337,009 314,599 307,770 344,076
Property and equipment, net............... 471,906 444,288 461,316 414,888 390,730 369,856 370,388
Excess of cost of investments in
subsidiaries over net assets acquired.... 29,557 29,801 29,743 24,814 25,759 26,361 28,066
Total assets.............................. 949,480 863,770 923,339 789,767 742,670 714,937 756,476
Total current liabilities................. 197,407 212,417 210,818 184,189 160,569 167,136 193,911
Long-term debt, less current portion...... 192,019 164,104 171,728 123,215 131,077 128,850 171,095
Deferred taxes............................ 42,218 36,241 40,013 35,813 33,341 47,001 47,572
Other liabilities and deferred credits.... 59,029 50,745 58,823 54,602 33,439 21,066 29,101
Minority interest......................... 25,491 22,208 23,930 21,409 23,294 21,658 19,155
Total stockholders' equity................ 433,316 378,055 418,027 370,539 360,950 329,226 295,642
OTHER DATA:
Cash dividends paid per share of common
stock.................................... $ 0.16 $ 0.135 $ 0.54 $ 0.50 $ 0.46 $ 0.42 $ 0.36
Capital expenditures...................... 24,199 27,110 93,064 60,729 70,688 56,947 73,061
Depreciation and amortization............. 14,948 13,348 51,828 46,982 48,304 47,086 42,334
<FN>
- ------------------
(1) In 1993 a restructuring plan was announced, the objective of which was to
increase profitability through improved operating efficiency. This plan
resulted in a $21 million pretax charge to Other Costs and was expected to
produce annual pretax savings of $8 million when fully implemented.
(2) Adjusted for the two-for-one stock split of the Company's Common Stock
effected on March 31, 1992.
</TABLE>
S-3
<PAGE>
USE OF PROCEEDS
The net proceeds received by the Company from the sale of the Notes offered
hereby, estimated at $99,118,000 (before deducting expenses payable by the
Company), will be used to repay outstanding commercial paper. At May 31, 1995,
the Company had approximately $144 million of commercial paper outstanding,
which matures no later than July 10, 1995, and bears interest at rates ranging
from 6.00% to 6.06% per annum. Pending such application, all or a portion of the
net proceeds will be invested in short-term money market instruments.
DESCRIPTION OF NOTES
The following description of the terms of the Notes offered hereby (referred
to in the Prospectus as the "Debt Securities") supplements, and to the extent
inconsistent therewith replaces, insofar as such description relates to the
Notes, the description of the Debt Securities set forth in the Prospectus, to
which description reference is hereby made.
The Notes will be limited to $100,000,000 principal amount, will be issued
in fully registered form only in denominations of $1,000 and multiples thereof,
and will mature on July 1, 2005. Principal will initially be payable, and Notes
will initially be transferable and exchangeable, at the office of First Trust
National Association, as Trustee (the "Trustee"), at 180 East Fifth Street,
Saint Paul, Minnesota 55101.
Interest on the Notes at the annual rate set forth on the cover of this
Prospectus Supplement will be payable semiannually on each January 1 and July 1,
commencing on January 1, 1996, to the persons in whose names the Notes are
registered at the close of business on December 15 or June 15, as the case may
be, preceding such interest payment date. Interest on the Notes will accrue from
July 1, 1995 or from the most recent interest payment date to which interest has
been paid or provided for.
As specified on the cover page, the Notes will be represented by one or more
global Notes (each a "Global Note") registered in the name of the nominee of The
Depository Trust Company, as Depositary (the "DTC"). Ownership of beneficial
interests in a Global Note will be limited to institutions that have accounts
with the DTC or its nominee ("participants") or persons that may hold interests
through participants. The Company has been advised by the DTC that upon the
issuance of a Global Note and the deposit of such Global Note with the DTC, the
DTC will immediately credit, on its book-entry registration and transfer system,
the respective principal amounts of the Notes represented by such Global Note to
the accounts of participants. The accounts to be credited shall be designated by
the Underwriters.
The Company has been advised by the DTC that upon receipt of any payment of
principal of or any interest in respect of a Global Note, the DTC will
immediately credit, on its book-entry registration and transfer system, accounts
of participants with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such Global Note as shown on the
records of the DTC. Payments by participants to owners of beneficial interests
in a Global Note held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name," and will be the sole
responsibility of such participants.
The DTC has advised the Company as follows: the DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. The DTC was
created to hold securities of its participants and to facilitate the clearance
and settlement of securities transactions, such as transfers and pledges, among
its participants in such securities through electronic computerized book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. The DTC's participants include
securities brokers and dealers
S-4
<PAGE>
(including the Underwriters), banks, trust companies, clearing corporations and
certain other organizations, some of whom (and/or their representatives) own the
DTC. Access to the DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
The Notes may not be redeemed prior to maturity.
The provisions described in the Prospectus under "Description of Debt
Securities -- Defeasance Provisions" will be applicable to the Notes.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally agreed to
purchase, the principal amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
- ------------------------------------------------------------------------------------- -----------------
<S> <C>
Goldman, Sachs & Co.................................................................. $ 50,000,000
J.P. Morgan Securities Inc........................................................... 50,000,000
-----------------
Total............................................................................ $ 100,000,000
-----------------
-----------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the Pricing
Agreement, the Underwriters are committed to take and pay for all of the Notes,
if any are taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.40% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.25% of the principal amount of the Notes to certain brokers and dealers. After
the Notes are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the several Underwriters that they
presently intend to make a market in the Notes but are not obligated to do so
and may discontinue market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for the Notes.
Settlement for the Notes will be made in immediately available funds and all
secondary trading in the Notes will settle in immediately available funds.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
In the ordinary course of their respective businesses, affiliates of J.P.
Morgan Securities Inc. have engaged, and may in the future engage, in commercial
banking and investment banking transactions with the Company and affiliates of
the Company.
VALIDITY OF NOTES
The validity of the Notes will be passed upon for the Company by Scott W.
Johnson, Senior Vice President, General Counsel and Secretary of the Company.
Certain matters with respect to the Notes will be passed upon for the Company by
Faegre & Benson Professional Limited Liability Partnership, 90 South Seventh
Street, Minneapolis, Minnesota 55402, and for the Underwriters by Dorsey &
Whitney P.L.L.P., 220 South Sixth Street, Minneapolis, Minnesota 55402. At May
31, 1995, Mr. Johnson was the beneficial owner of 76,281 shares of Common Stock
of the Company.
S-5
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
$200,000,000
BEMIS COMPANY, INC.
DEBT SECURITIES
-----------
Bemis Company, Inc. (the "Company") may offer from time to time its debt
securities (the "Debt Securities") in one or more series at an aggregate initial
offering price not to exceed $200,000,000, or its equivalent in such foreign
currency or composite currencies as may be designated by the Company at the time
of the offering, on terms to be determined at the time of sale. The specific
designation, aggregate principal amount, purchase price, maturity, denominations
(which may be in United States dollars, in any other currency or in a composite
currency), any interest rate or rates (which may be fixed or variable) and time
of payment of any interest, any redemption or extension terms, any terms for
sinking fund payments and other specific terms of the Debt Securities will be
set forth in one or more supplements to this Prospectus (each a "Prospectus
Supplement"). As used herein, the term "Debt Securities" shall include
securities denominated in United States dollars or, if so specified in the
applicable Prospectus Supplement, in any other currency or composite currency.
The Debt Securities may be sold to or through underwriters, dealers or
agents for public offering or directly to other purchasers pursuant to the terms
of the offering fixed at the time of sale. See "Plan of Distribution". Any
underwriters, dealers or agents participating in an offering of Securities will
be named in the accompanying Prospectus Supplement or Prospectus Supplements.
Such underwriters, dealers or agents may be deemed "underwriters" within the
meaning of the Securities Act of 1933.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------
The date of this Prospectus is June 28, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
2400, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048 and Northwestern Atrium Center, 14th Floor, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's Common
Stock is listed on the New York Stock Exchange. Reports, proxy statements and
other information concerning the Company can also be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement, and exhibits thereto, which may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies thereof may be obtained from the Commission
at prescribed rates.
--------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1994, as
amended; and
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date of this Prospectus and prior
to the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to the Secretary, Bemis Company, Inc., 222 South Ninth Street, Suite
2300, Minneapolis, Minnesota 55402-4099, telephone number (612) 376-3000.
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$" or "dollars").
2
<PAGE>
THE COMPANY
The Company is a principal manufacturer of flexible packaging products and
specialty coated and graphics products selling to customers throughout the
United States, Canada and Europe. In 1994, approximately 70% of the Company's
sales were derived from flexible packaging products and approximately 30% were
derived from specialty coated and graphics products. The primary market for its
products is the food industry; other markets include companies in chemical,
agribusiness, pharmaceutical, medical and printing and graphic industries.
Through its flexible packaging products line of business, the Company
manufactures a broad range of industrial and consumer packaging consisting of
coated and laminated films, polyethylene packaging, packaging machinery and
industrial and consumer paper bag packaging. Coated and laminated film products
include polymer film structures and barrier laminates for food, medical and
personal care products utilizing controlled and modified atmosphere packaging
and complementary packaging machinery systems, with value added through
printing. Primary markets are processed meat, cheese, coffee, condiments and
candy. Additional products include a full line of blown and cast stretchfilm
products, carton sealing tapes and applicating equipment for industrial use, and
custom thermoformed plastic packaging.
Polyethylene packaging consists of mono-layer and tri-extruded films,
converted packaging and roll stock, flexographic line and process printed
packaging for bakery products, seed, retail, lawn and garden, ice, fresh and
frozen produce and candy, printed shrink overwrap for the food and beverage
industry, extruded products including wide width sheeting, bags on a roll,
balers, pass-through stretch palletizing and shrink pallet covers.
Packaging machinery products include consumer packaging machinery and
systems for flexible packaging, including vertical and horizontal form-fill-seal
pouch packaging, equipment which weighs pieces, powders and liquids for food,
chemical and industrial products, stand-up pouch packaging systems, and paper
packaging machinery systems for a broad range of sanitary paper products. The
Company also makes industrial packaging machinery, including automated weighing,
open mouth and valve bag filling equipment for multiwall and poly bags, Bulk Pak
(poly bag-in-box) systems and large vertical form-fill-seal systems, as well as
flexible packaging handling, automatic palletizing and stretch-wrap systems.
Industrial and consumer paper bag packaging is made up of multiwall and
small paper bags, balers, printed paper roll stock and bag closing materials for
industrial and consumer packaging products. Primary markets include pet food,
seed, chemicals, dairy products, fertilizers, feed, minerals, flour, rice, sugar
and coffee beans.
Through its specialty coated and graphics products line of business, the
Company manufactures pressure-sensitive materials such as sheet printing
products, roll label products, and technical products.
Sheet printing products include pressure-sensitive backed paper, film and
foil sheet printing products and laser printing products for the sheet-fed
printing industry. In addition, the Company provides laser printer sheet stocks,
pre-die cut printing labels, copier labels, data processing labels and non-
impact printer products, which are designed to run on business equipment such as
laser printers and xerographic copiers.
Roll label products include narrow web rolls of pressure-sensitive film,
paper and foil printing stocks used in high-speed printing and die-cutting of
primary package labeling, secondary or promotional decoration and for
high-speed, high-volume data processing (EDP) stocks, bar code inventory control
labels and numerous laser printing applications. Conversion of labels for custom
applications such as battery labels is also performed by the Company.
Technical products are pressure-sensitive materials that are technically
engineered for performance in varied industrial or graphic applications. They
include microthin film adhesives used in delicate
3
<PAGE>
electronic parts assembly, pressure-sensitives utilizing foam and tape based
stocks to perform fastening and mounting functions, optically clear films with
built-in UV inhibitors for photo murals, decorative marking films and unique
pressure-sensitive opening and reclosure systems for packaging applications.
While the Company's sales are made through a variety of distribution
methods, more than 70% of each business line's sales are made by the Company's
direct sales force. Sales offices and plants are located throughout the United
States, Canada, Europe, Australia, and Mexico, servicing more than 30,000
customers. The Company's technically trained sales force is supported by product
development engineers, design technicians and a customer service organization.
No single customer accounts for 10% or more of the Company's total sales of
either of its two business lines.
The Company's major competitors in the flexible packaging products business
line include American National Can Company, Printpack, Inc., James River
Corporation, Cryovac, a division of W.R. Grace & Co., Huntsman Chemical
Corporation, AEP Industries, Inc., Stone Container Corporation, and Union Camp
Corporation. In the specialty coated and graphics products business line, its
major competitors include Avery Dennison Corporation, Flexcon Co., Inc.,
Minnesota Mining and Manufacturing Company, Jackstaedt GmbH (Germany) and Haarla
(Finland).
The Company's strategy is to continue aggressively to expand its core
flexible packaging and speciality coated and graphics product lines. This
activity has been carried out through a strong internal program of capital
expenditures, which amounted to $93 million in 1994, and also has been enhanced
by selective acquisitions over the last several years which complement the
Company's core businesses. The Company strives to achieve a strong or leading
position in the markets it serves and seeks out those segments where it believes
above-average profit potential exists and where the Company's technical
expertise, state-of-the-art manufacturing facilities and other capabilities give
it a competitive advantage.
The Company was incorporated under the laws of Missouri in 1885, continuing
a business formed in 1858. The Company maintains its principal executive offices
at 222 South Ninth Street, Suite 2300, Minneapolis, Minnesota 55402. Unless the
context otherwise requires, the term the "Company" refers to Bemis Company, Inc.
and its subsidiaries.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, including working capital, repayment or repurchase of outstanding
indebtedness and other securities of the Company, possible acquisitions and
capital expenditures. Specific allocations of the proceeds to such purposes may
not have been made at the date of the applicable Prospectus Supplement, although
management of the Company will have determined that funds should be borrowed at
that time in anticipation of future funding requirements. The precise amount and
timing of the application of such proceeds will depend upon the funding
requirements of the Company and the availability and cost of other funds.
Pending such application, such net proceeds may be temporarily invested in
short-term interest-bearing securities.
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS YEARS ENDED DECEMBER 31,
ENDED -----------------------------------------------------
MARCH 31, 1995 1994 1993 1992 1991 1990
----------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges...................... 7.70 10.84 7.88 8.47 6.24 5.95
</TABLE>
For the purpose of determining the unaudited ratios of earnings to fixed
charges, earnings represent income (before cumulative effect of accounting
changes) before income taxes, minority interest in net income, fixed charges
(less capitalized interest) and amortization of capitalized interest. Fixed
charges
4
<PAGE>
consist of interest on all indebtedness (including capital lease obligations),
capitalized interest, amortization of debt issue costs and the portion of rent
charge considered to be representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture (the "Indenture")
between the Company and First Trust National Association, as Trustee (the
"Trustee"). A copy of the form of Indenture has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following brief
summary of certain provisions of the Indenture does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, all of the
provisions of the Indenture, and is further qualified by any description
contained in the applicable Prospectus Supplement or Prospectus Supplements.
Certain terms capitalized and not otherwise defined herein are defined in the
Indenture. Wherever particular sections or defined terms of the Indenture are
referred to, such sections or defined terms are incorporated herein by
reference.
The Debt Securities may be issued from time to time in one or more series.
The terms of each series of Debt Securities will be established by or pursuant
to a resolution of the Board of Directors of the Company and set forth or
determined in the manner provided in an Officers' Certificate or by a
supplemental indenture. The particular terms of the Debt Securities offered
pursuant to any Prospectus Supplement or Prospectus Supplements will be
described in such Prospectus Supplement or Prospectus Supplements. As used under
this caption, the term "Company" means Bemis Company, Inc.
GENERAL
The Indenture will not limit the aggregate principal amount of Debt
Securities which may be issued thereunder nor the amount of other debt which may
be issued by the Company. The Debt Securities will be unsecured obligations of
the Company and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company.
Unless otherwise indicated in the applicable Prospectus Supplement or
Prospectus Supplements, the Debt Securities of any series will be issued only in
fully registered form in denominations of $1,000 or any amount in excess thereof
which is an integral multiple of $1,000. (Section 302) Debt Securities may be
issuable in the form of one or more Global Securities, as described below under
"-- Global Securities". The Debt Securities (other than those issued in the form
of a Global Security) are exchangeable or transferable without charge therefor,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith and require the
holders to furnish appropriate endorsements and transfer documents. (Section
305)
Debt Securities may be issued as Original Issue Discount Debt Securities to
be sold at a substantial discount below their principal amount. Special federal
income tax and other considerations applicable thereto and special federal tax
and other considerations applicable to any Debt Securities which are denominated
in a currency or currency unit other than United States dollars will be
described in the Prospectus Supplement or Prospectus Supplements relating
thereto.
Unless otherwise indicated in the applicable Prospectus Supplement or
Prospectus Supplements, principal of and any premium and interest on the Debt
Securities will be payable, and the transfer of the Debt Securities will be
registrable, at the principal corporate trust office of the Trustee. In
addition, unless otherwise provided in the applicable Prospectus Supplement or
Prospectus Supplements and in the case of Global Securities, payment of interest
may be made at the option of the Company by check mailed to the address of the
person entitled thereto as it appears on the Security Register. (Sections 301,
305, 1001 and 1002)
The applicable Prospectus Supplement or Prospectus Supplements will describe
the terms of the Debt Securities offered thereby, including the following: (1)
the title of the offered Debt Securities; (2) any limit on the aggregate
principal amount of the offered Debt Securities; (3) the Person to whom any
interest on the offered Debt Securities will be payable, if other than the
Person in whose name it is
5
<PAGE>
registered on the regular record date for such interest; (4) the date or dates
on which the offered Debt Securities will mature and any rights of extension;
(5) the rate or rates (which may be fixed or variable) at which the offered Debt
Securities will bear interest, if any, or the formula pursuant to which such
rate or rates shall be determined, the date from which any such interest will
accrue and the dates on which any such interest on the offered Debt Securities
will be payable and the regular record dates therefor; (6) the place or places
where the principal of and any premium and interest on the offered Debt
Securities will be payable; (7) the period or periods within which, the price or
prices at which and the terms and conditions upon which the offered Debt
Securities may be redeemed, if applicable, at the option of the Company; (8) the
obligation, if any, of the Company to redeem or purchase Debt Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof and the period or periods within which, the price or prices at
which and the terms and conditions upon which Debt Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such
obligation; (9) the denominations in which any offered Debt Securities will be
issuable, if other than denominations of $1,000 or any amount in excess thereof
which is an integral multiple of $1,000; (10) the currency, currencies or
currency units for the payment of principal of and any premium and interest
payable on the offered Debt Securities, if other than United States dollars;
(11) any other event or events of default applicable with respect to the offered
Debt Securities in addition to or in lieu of those described below under "--
Events of Default"; (12) if less than the principal amount thereof, the portion
of the principal payable upon acceleration of such Debt Securities following an
Event of Default; (13) whether such Debt Securities are to be issued in whole or
in part in the form of one or more Global Securities and, if so, the identity of
the Depositary for such Global Security or Debt Securities and any additional
circumstances under which any such Global Security may be exchanged for Debt
Securities registered in the name of, and any transfer of such Global Security
may be registered to, a Person other than such Depositary or its nominee; (14)
if principal of or interest on the offered Debt Securities is denominated or
payable in a currency or currencies other than United States dollars, whether
and under what terms and conditions the Company may defease the offered Debt
Securities; and (15) any other terms of the offered Debt Securities not
inconsistent with the provisions of the Indenture. (Section 301)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a Depositary identified in the applicable Prospectus Supplement or
Prospectus Supplements. A Global Security will be issued in a denomination equal
to the aggregate principal amount of outstanding Debt Securities of the series
represented by such Global Security. The specific terms of the depositary
arrangement with respect to a series of Debt Securities will be described in the
applicable Prospectus Supplement or Prospectus Supplements.
So long as the Depositary, or its nominee, is the registered owner of a
Global Security, the Depositary or its nominee, as the case may be, will be
considered the sole owner or Holder of the Debt Securities represented by such
Global Security for all purposes under the Indenture. Except as provided below,
owners of beneficial interests in a Global Security will not be entitled to have
the Debt Securities represented by such Global Securities registered in their
names, will not receive or be entitled to receive physical delivery of the Debt
Securities in definitive form and will not be considered the owners or Holders
thereof under the Indenture. If (i) the Depositary is at any time unwilling or
unable to continue as Depositary with respect to Global Securities or the
Depositary ceases to be a clearing agency registered under the Exchange Act,
(ii) the Company executes and delivers to the Trustee a Company Order to the
effect that the Global Securities shall be transferable and exchangeable, (iii)
there shall have occurred and be continuing an Event of Default or an event
which after notice or lapse of time, or both, would constitute an Event of
Default with respect to the Debt Securities, or (iv) any other circumstances set
forth in the applicable Prospectus Supplement or Prospectus Supplements, the
Global Securities will be transferable or exchangeable for Debt Securities in
definitive form of like tenor in an equal aggregate principal amount. Such
definitive Debt Securities shall be registered in such name or names as the
Depositary shall instruct the Trustee. (Section 305)
6
<PAGE>
RESTRICTIVE COVENANTS
LIMITATIONS ON SECURED DEBT. The Indenture provides that the Company will
not itself, and will not permit any Restricted Subsidiary (defined below) to,
incur, issue, assume or guarantee any notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed (herein called "debt"), secured by
pledge of, or mortgage or other lien on, any Principal Property (defined below),
now owned or hereafter owned by the Company or any Restricted Subsidiary, or any
shares of stock or debt of any Restricted Subsidiary (herein called "liens"),
without effectively providing that the Debt Securities of each series then
Outstanding (together with, if the Company shall so determine, any other debt of
the Company or such Restricted Subsidiary then existing or thereafter created
which is not subordinate to the Debt Securities of each series then Outstanding)
shall be secured equally and ratably with such secured debt. The foregoing
restrictions do not apply, however, to (a) liens on any Principal Property
acquired, constructed or improved by the Company or any Restricted Subsidiary
after the date of the Indenture which are created or assumed contemporaneously
with, or within 180 days of, such acquisition, construction or improvement, to
secure or provide for the payment of all or any part of the cost of such
acquisition, construction or improvement; (b) liens on property, shares of
capital stock or debt existing at the time of acquisition thereof, whether by
merger, consolidation, purchase, lease or otherwise (including liens on
property, shares of capital stock or debt of a corporation existing at the time
such corporation becomes a Restricted Subsidiary); (c) liens in favor of the
Company or any Restricted Subsidiary; (d) liens in favor of the United States of
America or any State thereof, or any department, agency or instrumentality or
political subdivision thereof, or political entity affiliated therewith, or in
favor of any other country, or any political subdivision thereof, to secure
partial, progress, advance or other payments; (e) certain liens imposed by law,
such as mechanics', workmen's, repairmen's, materialmen's, carriers',
warehousemen's, vendors' or other similar liens arising in the ordinary course
of business; (f) certain pledges or deposits under workmens compensation or
similar legislation or in certain other circumstances; (g) certain liens in
connection with legal proceedings, including certain liens arising out of
judgments or awards; (h) liens for certain taxes or assessments; (i) certain
liens consisting of restrictions on the use of real property which do not
interfere materially with the property's use; or (j) any extension, renewal or
replacement, as a whole or in part, of any lien existing on the date of the
Indenture or otherwise referred to in the foregoing clauses (a) to (i),
inclusive. (Section 1007)
Notwithstanding the restrictions described above, the Company or any
Restricted Subsidiary may incur, issue, assume or guarantee debt secured by
liens without equally and ratably securing the Debt Securities of each series
then Outstanding, provided, that at the time of such incurrence, issuance,
assumption or guarantee, after giving effect thereto and to the retirement of
any debt which is concurrently being retired, the aggregate amount of all
outstanding debt secured by liens so incurred (other than liens permitted as
described in clauses (a) through (j) above) does not at such time exceed 10% of
Consolidated Net Tangible Assets (defined below) of the Company. (Section 1007)
LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS. Sale and leaseback
transactions by the Company or any Restricted Subsidiary involving a Principal
Property are prohibited unless either (a) the Company or such Restricted
Subsidiary would be entitled, without equally and ratably securing the Debt
Securities of each series then Outstanding, to incur debt secured by a lien on
such property, pursuant to the provisions described in clauses (a) through (j)
above under "Limitations on Secured Debt"; or (b) the Company, within 180 days,
applies to the retirement of its Funded Debt (defined below) (subject to credits
for certain voluntary retirements of Funded Debt) an amount not less than the
greater of (i) the net proceeds of the sale of the Principal Property leased
pursuant to such arrangement or (ii) the fair market value of the Principal
Property so leased. This restriction will not apply to a sale and leaseback
transaction between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries or involving the taking back of a lease for a period of
less than three years.
Notwithstanding the restrictions described above, the Company or any
Restricted Subsidiary may enter into a Sale and Leaseback Transaction, provided,
that at the time of such transaction, after giving effect thereto, the aggregate
amount of all Attributable Debt (defined below) in respect of sale and
7
<PAGE>
leaseback transactions existing at such time (other than sale and leaseback
transactions permitted as described above) does not at such time exceed 10% of
Consolidated Net Tangible Assets of the Company. (Section 1008)
CERTAIN DEFINITIONS. The term "Attributable Debt" means the total net
amount of rent (discounted at the rate of interest implicit in the terms of the
lease) required to be paid during the remaining term of any lease. (Section 101)
The term "Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any indebtedness for
money borrowed having a maturity of less than 12 months from the date of the
most recent consolidated balance sheet of the Company but which by its terms is
renewable or extendable beyond 12 months from such date at the option of the
borrower) and (b) all goodwill, trade names, patents, unamortized debt discount
and expense and any other like intangibles, all as set forth on the most recent
consolidated balance sheet of the Company and computed in accordance with
generally accepted accounting principles. (Section 101)
The term "Funded Debt" means debt which by its terms matures at or is
extendible or renewable at the option of the obligor to a date more than 12
months after the date of the creation of such debt. (Section 101)
The term "Principal Property" means any manufacturing plant located within
the United States of America (other than its territories or possessions) and
owned by the Company or any Subsidiary, the gross book value (without deduction
of any depreciation reserves) of which on the date as of which the determination
is being made exceeds 2% of Consolidated Net Tangible Assets of the Company,
except any such plant (i) which is financed by obligations issued by a State or
local governmental unit pursuant to Section 142(a)(5), 142(a)(6), 142(a)(8) or
144(a) of the Internal Revenue Code of 1986, or any successor provision thereof,
or (ii) which is not of material importance to the business conducted by the
Company and its subsidiaries, taken as a whole. (Section 101)
The term "Restricted Subsidiary" means any subsidiary of the Company which
owns or leases a Principal Property. (Section 101)
Other than as described above and except as may be otherwise specified in
the applicable Prospectus Supplement, the Indenture does not contain covenants
that protect Holders in the event of a highly leveraged transaction involving
the Company.
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default"
with respect to the Debt Securities of any series issued pursuant to such
Indenture, unless otherwise provided with respect to such series: (1) failure to
pay any interest on any Debt Security of that series when due and payable,
continued for 30 days; (2) failure to pay principal of or any premium on any
Debt Security of that series when due and payable; (3) failure to deposit any
sinking fund payment, when and as due, in respect of any Debt Security of that
series; (4) failure to perform any other covenant of the Company in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of a series of Debt Securities other than that series), continued for 60
days after written notice as provided in the Indenture; (5) the occurrence of an
event of default under any indenture or instrument under which the Company or
any Restricted Subsidiary shall have outstanding at least $10,000,000 aggregate
principal amount of indebtedness for money borrowed whose maturity has been
accelerated and such acceleration has not been annulled within 10 days after
written notice as provided in the Indenture; (6) certain events in bankruptcy,
insolvency or reorganization involving the Company; and (7) any other Event of
Default provided with respect to Debt Securities of that series. (Section 501)
If an Event of Default with respect to any series of Debt Securities
Outstanding under the Indenture occurs and is continuing, then either the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series by notice as provided in the
Indenture may
8
<PAGE>
declare the principal amount (or, if any of the Debt Securities of that series
are Original Issue Discount Debt Securities, such lesser portion of the
principal amount of such Debt Securities as may be specified in the terms
thereof) of all of the Debt Securities of that series to be due and payable
immediately. At any time after a declaration of acceleration with respect to
Debt Securities of any series has been made, but before a judgment or decree for
payment of money has been obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration. (Section
502)
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Sections 601, 603) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Debt Securities of that series.
(Section 512)
The Company is required to furnish to each Trustee annually a statement as
to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 704)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby: (a) change the Stated Maturity of
the principal of, or any installment of principal of or interest on, any Debt
Security, reduce the principal amount of, or premium or interest on, any Debt
Security, reduce the amount of principal of an Original Issue Discount Debt
Security due and payable upon acceleration of the Maturity thereof, change the
place of payment where or coin or currency in which the principal of, or any
premium or interest on, any Debt Security is payable, impair the right to
institute suit for the enforcement of any payment on or with respect to any Debt
Security; or (b) reduce the percentage in principal amount of Outstanding Debt
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults or modify
any of the above provisions. (Section 902)
The Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of each series may, on behalf of the Holders of all
Debt Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Indenture.
(Section 1010) The Holders of not less than a majority in aggregate principal
amount of the Outstanding Debt Securities of each series may, on behalf of the
Holders of all Debt Securities of that series, waive any past default under the
Indenture with respect to Debt Securities of that series, except a default (1)
in the payment of principal of, or any premium or interest on, any Debt Security
of such series, or (2) in respect of a covenant or provision of the Indenture
which cannot be modified or amended without the consent of the Holder of each
Outstanding Debt Security of such series affected. (Section 513)
The Indenture provides that, in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver thereunder
or whether a quorum is present at a meeting of Holders of Debt Securities, (1)
the principal amount of an Original Issue Discount Debt Security that will be
deemed to be Outstanding will be the amount of the principal thereof that would
be due and payable as of the date of such determination upon acceleration of the
Maturity thereof to such date, and (2) the principal amount of a Debt Security
denominated in a foreign currency or currency unit that will be deemed to be
Outstanding
9
<PAGE>
will be the United States dollar equivalent, determined as of the date of
original issuance of such Debt Security, of the principal amount of such Debt
Security (or, in the case of an Original Issue Discount Debt Security, the
United States dollar equivalent, determined as of the date of original issuance
of such Debt Security, of the amount determined as provided in (1) above).
(Section 101)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of the Holders of any of the Outstanding
Debt Securities under the Indenture, may consolidate or merge with or into, or
convey, transfer or lease its properties and assets substantially as an entirety
to, any Person which is a corporation, partnership or trust organized and
validly existing under the laws of any domestic jurisdiction, provided that (1)
any successor Person assumes by supplemental indenture the Company's obligations
on the Debt Securities and under the Indenture and (2) after giving effect to
the transaction no Event of Default, and no event which, after notice or lapse
of time, would become an Event of Default, shall have occurred and be continuing
under the Indenture. (Section 801)
DEFEASANCE PROVISIONS
DEFEASANCE AND DISCHARGE. The Indenture provides that, if principal of and
any interest on the Debt Securities are denominated and payable in United States
dollars, the Company will be discharged from any and all obligations in respect
of the Debt Securities (except for certain obligations to register the transfer
or exchange of Debt Securities, to replace stolen, lost or mutilated Debt
Securities, to maintain paying agencies and to hold moneys for payment in trust)
upon the deposit with the Trustee, in trust, of money, U.S. Government
Obligations (defined below) or a combination thereof, which through the payment
of interest and principal thereof in accordance with their terms will provide
money in an amount sufficient to pay any installment of principal of (and
premium, if any) and interest on and any mandatory sinking fund payments in
respect of the Debt Securities on the Stated Maturity of such payments in
accordance with the terms of the Indenture and such Debt Securities. Such
discharge may only occur if there has been a change in applicable Federal law or
the Company has received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to holders of the Debt
Securities; and such discharge will not be applicable to any Debt Securities
then listed on the New York Stock Exchange if the provision would cause said
Debt Securities to be de-listed as a result thereof. (Section 403) The term
"U.S. Government Obligations" is defined to mean direct obligations of the
United States of America, backed by its full faith and credit. (Section 101)
DEFEASANCE OF CERTAIN COVENANTS. The Company may omit to comply with
certain restrictive covenants described in Sections 1005 (Maintenance of
Properties), 1006 (Payment of Taxes and Other Claims), 1007 (Restriction on
Secured Debt) and 1008 (Restriction on Sale and Leaseback Transactions) of the
Indenture. To exercise such option, the Company must deposit with the Trustee
money, U.S. Government Obligations or a combination thereof, which through the
payment of interest and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay any installment of principal of
(and premium, if any) and interest on and any mandatory sinking fund payments in
respect of the Debt Securities on the Stated Maturity of such payments in
accordance with the terms of the Indenture and such Debt Securities. The Company
will also be required to deliver to the Trustee an opinion of counsel to the
effect that the deposit and related covenant defeasance will not cause the
holders of the Debt Securities to recognize income, gain or loss for Federal
income tax purposes. (Section 1009)
DEFEASANCE AND EVENTS OF DEFAULT. In the event the Company exercises its
option to omit compliance with certain covenants of the Indenture and the Debt
Securities are declared due and payable because of the occurrence of any Event
of Default, the amount of money and U.S. Government Obligations on deposit with
the Trustee will be sufficient to pay amounts due on the Debt Securities at the
time of their Stated Maturity but may not be sufficient to pay amounts due on
the Debt Securities at the time of the acceleration resulting from such Event of
Default. However, the Company shall remain liable for such payments.
10
<PAGE>
REGARDING THE TRUSTEE
First Trust National Association is the Trustee under the Indenture. The
Trustee also acts as trustee for the Company's 401(k) savings plan and is the
investment manager for equity funds for that plan. In the ordinary course of
their respective businesses, affiliates of the Trustee have engaged, and may in
the future engage, in commercial banking transactions with the Company.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in any of four
ways: (i) directly to purchasers, (ii) through agents, (iii) through
underwriters and (iv) through dealers. The applicable Prospectus Supplement or
Prospectus Supplements will set forth the terms of the offering of the Debt
Securities, including the name or names of any agents, underwriters or dealers,
the purchase price of the Debt Securities and the proceeds to be received by the
Company from such sale, any underwriting discounts and other items constituting
underwriters' compensation and any discounts and commissions allowed or
reallowed or paid to dealers or agents. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers or agents
may be changed from time to time.
In connection with the sale of Debt Securities, underwriters or agents may
be deemed to have received compensation from the Company in the form of
underwriting discounts or commissions. Underwriters may sell Debt Securities to
or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters. Underwriters,
dealers and agents participating in the distribution of Debt Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Debt Securities may be deemed
to be underwriting discounts and commissions, under the Securities Act of 1933,
as amended. Such underwriters, dealers and agents may be entitled under
agreements which may be entered into by the Company to indemnification by the
Company against and contribution toward certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
The Debt Securities may be distributed in one or more transactions from time
to time at a fixed price or prices, which may be changed, or from time to time
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Company also may offer and
sell the Debt Securities in exchange for one or more of its outstanding issues
of debt or convertible debt securities.
The Debt Securities will be a new issue of securities with no established
trading market. Any underwriters or agents to or through whom Debt Securities
are sold by the Company for public offering and sale may make a market in such
Debt Securities, but such underwriters and agents will not be obligated to do so
and may discontinue any market-making at any time without notice. No assurance
can be given as to the liquidity of the trading market for any Debt Securities.
Certain of the underwriters, dealers and/or agents and their associates may
be customers of, engage in transactions with and perform services for the
Company, including its subsidiaries, in the ordinary course of business.
EXPERTS
The financial statements incorporated in this prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 1994, have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
The Company........................................ S-2
Capitalization..................................... S-2
Selected Consolidated Financial Information........ S-3
Use of Proceeds.................................... S-4
Description of Notes............................... S-4
Underwriting....................................... S-5
Validity of Notes.................................. S-5
PROSPECTUS
Available Information.............................. 2
Incorporation of Certain Documents by Reference.... 2
The Company........................................ 3
Use of Proceeds.................................... 4
Ratios of Earnings to Fixed Charges................ 4
Description of Debt Securities..................... 5
Plan of Distribution............................... 11
Experts............................................ 11
</TABLE>
$100,000,000
BEMIS COMPANY, INC.
6.70% NOTES
DUE 2005
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[LOGO]
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GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
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