<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Six Months Ended June 30, 1997
Commission File Number 1-5277
BEMIS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-0178130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 South 9th Street, Suite 2300
Minneapolis, Minnesota 55402-4099
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 376-3000
Indicate by check mark whether the registrant has: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
53,002,715 shares of Common Stock, $.10 par value on July 31, 1997
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements (enclosed as Exhibit 19) are incorporated by
reference in this Form 10-Q.
In the opinion of management, the financial statements reflect all
adjustments necessary to a fair statement of the results for the six months
ended June 30, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - SECOND QUARTER 1997
Net Sales for the second quarter of 1997 were $481.3 million compared to
$411.9 million for the second quarter of 1996, an increase of 16.8 percent or
$69.4 million. Net Income was $28.0 million for the second quarter of 1997
compared to $25.2 million for the same quarter in 1996, an increase of 11.0
percent.
In the second quarter of 1997, the Company completed the sale of its
remaining packaging machinery businesses to Barry-Wehmiller Group, Inc. and
during the second quarter of 1996 the company completed the acquisition of the
Perfecseal Division of Paper Manufacturers Company. Excluding non-comparable
operating results of business acquisitions and dispositions from both 1997 and
1996, second quarter Net Sales showed an increase of $41.1 million or 10.4
percent and operating profit showed an increase of $4.7 million or 9.4 percent.
In the second quarter, the flexible packaging business reported total sales
growth of 21.5 percent with net sales excluding acquisitions and divestitures
rising 12.6 percent. Within flexible packaging, the coated and laminated film
business reported good sales gains across many of its major markets with
particularly strong results in candy and confectionery packaging. The
integration of the Paramount Packaging operations, acquired at the beginning of
the year, progressed well during the second quarter. The polyethylene packaging
group reported strong sales growth and improved profits. The paper packaging
business reported slightly higher sales compared with the year earlier quarter
and flat profit as it continued to be impacted by a weak pricing environment.
The pressure sensitive materials business reported moderate sales growth
but continued strong profit growth due to a favorable revenue mix and
manufacturing efficiencies. The major new coating facility in Europe began to
ship product to customers toward the end of the quarter and should provide
incremental growth during the second half of the year.
During the quarter, the Company sold the remainder of its packaging
machinery businesses and the gain on that transaction was offset by charges
related to a consolidation of the paper bag business announced in the quarter.
- 2 -
<PAGE>
PART I - FINANCIAL INFORMATION
Cost of Products Sold increased 20.0 percent compared to Net Sales
increases of 16.8 percent. This unfavorable comparison results from increased
manufacturing costs and significantly increased raw material prices compared to
a year ago.
Increased product research and development expenditures for the Company's
pressure sensitive materials business account for the 16.5 percent increase in
Research and Development Expense.
Increasing debt levels, resulting from business unit acquisitions in 1996
and early 1997, principally account for the $1.4 million rise in Interest
Expense compared to the second quarter of 1996.
The increase in Minority Interest in Net Income reflects the improving
performance of the pressure sensitive materials business.
Income Tax expense increased $2.5 million or 16.4 percent reflecting a
slightly higher effective tax rate.
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1997
Net Sales for the six-month period of 1997 were $956.8 million compared to
$797.5 million for the same period in 1996, an increase of 20.0 percent. Net
Income was $47.9 million for 1997 compared to $46.9 million for the same six-
month period in 1996, an increase of 2.0 percent. Excluding non-comparable
operating results of business acquisitions and dispositions from the first half
of 1997 and 1996, Net Sales showed an increase of $41.1 million or 10.4 percent
and operating profit showed an increase of $4.7 million or 9.4 percent.
Cost of Products Sold increased 22.7 percent compared to Net Sales
increases of 20.0 percent generally reflecting a less favorable raw material
price environment.
Increasing debt levels, associated with business unit acquisitions net of
dispositions together with an aggressive capital investment program account for
the $3.0 million rise in Interest Expense compared to the first half of 1996.
Other Income decreased $4.4 million largely due to the gain on the sale of
Hayssen's Paper Packaging Machinery Division in January 1996.
The increase in Minority Interest in Net Income results from the continued
improvement in the Company's pressure sensitive materials business segment.
- 3 -
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL CONDITION
A statement of cash flow for the six months ended June 30, 1997, is as
follows:
Millions
--------
Cash flows from operating activities:
-------------------------------------
Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 47.9
Non-cash items:
Depreciation and amortization. . . . . . . . . . . . . . 41.2
Minority interest. . . . . . . . . . . . . . . . . . . . 2.5
Deferred income taxes, non-current portion . . . . . . . 1.4
Net increase in working capital items. . . . . . . . . . (23.1)
Net change in deferred charges and credits . . . . . . . (7.7)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . (.1)
------
Net cash provided by operating activities . . . . . . . . . 62.1
------
Cash flows from investing activities:
-------------------------------------
Additions to property and equipment. . . . . . . . . . . (73.9)
Business acquisition . . . . . . . . . . . . . . . . . . (6.9)
Business divestiture . . . . . . . . . . . . . . . . . . 28.0
Proceeds from sale of property and equipment . . . . . . 1.5
------
Net cash used in investing activities . . . . . . . . . . . (51.3)
------
Cash flows from financing activities:
-------------------------------------
Change in long-term debt . . . . . . . . . . . . . . . . 21.3
Change in short-term debt. . . . . . . . . . . . . . . . 1.7
Cash dividends paid. . . . . . . . . . . . . . . . . . . (23.1)
Common stock purchased for the treasury. . . . . . . . . (3.7)
------
Net cash provided by financing activities . . . . . . . . . (3.8)
------
Effect of exchange rates. . . . . . . . . . . . . . . . . . (0.6)
------
Net increase in cash. . . . . . . . . . . . . . . . . . . . $ 6.4
------
------
- 4 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Registrant's 1997 Annual Meeting of Shareholders was held on
May 1, 1997.
(c) (1) The shareholders voted for three director nominees for three-year
terms. The vote was as follows:
Name of Candidate Votes For Votes Withheld
----------------- --------- --------------
Robert A. Greenkorn 44,546,497 538,933
Robert F. Mlnarik 44,554,787 530,644
Winslow H. Buxton 44,549,822 535,609
There were no abstentions and no broker non-votes.
(2) The shareholders voted to ratify the proposed amendments to the
Company's Restated Articles of Incorporation which increased the
authorized capital stock of the Company from 125,000,000 shares to
250,000,000 shares of which 248,000,000 would be Common Stock and
2,000,000 would be Series Preferred Stock.
The vote was 33,516,742 for, 5,858,199 against and 2,180,715
abstentions. There were no broker non-votes.
(3) The shareholders voted to ratify the proposed 1997 Executive
Officer Performance Plan which is an annual bonus plan designed to
provide certain designated executive officers of the Company with
incentive compensation based upon achievement of pre-established
performance goals and designed to comply with Section 162(m) of the
Internal Revenue Code of 1986.
The vote was 41,351,415 for, 2,062,910 against and 1,671,105
abstentions. There were no broker non-votes.
(4) The shareholders voted to ratify the appointment of Price
Waterhouse LLP as independent auditors for the 1997 fiscal year. The
vote was 44,139,851 for, 786,722 against and 158,857 abstentions.
There were no broker non-votes.
- 5 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
3(a) Restated Articles of Incorporation of the Registrant, as
amended. (1)
3(b) By-Laws of the Registrant, as amended. (2)
4(a) Rights Agreement, dated as of August 3, 1989, between
the Registrant and Norwest Bank Minnesota, National
Association. (3)
4(b) Form of Indenture dated as of June 15, 1995, between the
Registrant and First Trust National Association, as
Trustee. (4)
10(a) Bemis Company, Inc. 1987 Stock Option Plan. *(5)
10(b) Bemis Company, Inc. 1994 Stock Incentive Plan. *(6)
10(c) Bemis Company, Inc. 1984 Stock Award Plan .*(2)
10(d) Bemis Retirement Plan, as amended effective
January 1, 1994.*(2)
10(e) Bemis Company, Inc. Supplemental Retirement Plan dated
October 20, 1988.*(2)
10(f) Bemis Executive Incentive Plan dated April 1, 1990.*(2)
10(g) Bemis Company, Inc. Long Term Deferred Compensation
Plan.*(2)
10(h) Bemis Company, Inc. 1997 Executive Officer Performance
Plan. *(1)
10(i) Amended and Restated Credit Agreement among the Registrant,
the Banks Listed therein and Morgan Guaranty Trust Company
of New York, as Agent, originally dated as of August 1,
1986, Amended and Restated as of August 1, 1991, as amended
by amendment No. 1 dated as of May 1, 1992, as amended by
Amendment No. 2 dated December 1, 1992, as amended by
Amendment No. 3 dated January 22, 1993, as amended by
Amendment No. 4 dated March 15, 1994, as amended by
Amendment No. 5 dated June 1, 1994; and as amended by
Amendment No. 6 dated February 1, 1995. (2)
19 Reports Furnished to Security Holders.
27 Financial Data Schedule (EDGAR electronic filing only).
- 6 -
<PAGE>
PART II - OTHER INFORMATION
(b) There were no reports on Form 8-K filed during the second quarter
ended June 30, 1997.
---------------
*Management contract, compensatory plan or arrangement filed
pursuant to Rule 601(b)(10)(iii)(A) of Regulation S-K under the
Securities Exchange Act of 1934.
(1) Incorporated by reference to the Registrant's Definitive
Proxy Statement filed with the Securities and Exchange
Commission on March 18, 1997 (File No. 1-5277)
(2) Incorporated by reference to the Registrant's Annual Report
on Form 10-K/A for the year ended December 31, 1994 (File
No. 1-5277).
(3) Incorporated by reference to the Registrant's Registration
Statement on Form 8-A dated August 4, 1989 (File No.
0-1387).
(4) Incorporated by reference to the Registrant's Current Report
on Form 8-K dated June 30, 1995 (File No. 1-5277).
(5) Incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 33-50560).
(6) Incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 33-80666).
- 7 -
<PAGE>
SIGNATURES
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.
BEMIS COMPANY, INC.
Date August 8, 1997 /s/ LeRoy F. Bazany
------------------------ ------------------------------------
LeRoy F. Bazany, Vice President
and Controller
Date August 8, 1997 /s/ Benjamin R. Field, III
------------------------ ------------------------------------
Benjamin R. Field, III, Senior Vice
President, Chief Financial Officer
and Treasurer
- 8 -
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION FORM OF FILING
- ------- ----------- --------------
3(a) Restated Articles of Incorporation of the Registrant,
as amended. (1)
3(b) By-Laws of the Registrant, as amended. (2)
4(a) Rights Agreement, dated as of August 3, 1989, between
the Registrant and Norwest Bank Minnesota, National
Association. (3)
4(b) Form of Indenture dated as of June 15, 1995, between
the Registrant and First Trust National Association,
as Trustee. (4)
10(a) Bemis Company, Inc. 1987 Stock Option Plan. * (5)
10(b) Bemis Company, Inc. 1994 Stock Incentive Plan. * (6)
10(c) Bemis Company, Inc. 1984 Stock Award Plan. * (2)
10(d) Bemis Retirement Plan, as amended effective
January 1, 1994. * (2)
10(e) Bemis Company, Inc. Supplemental Retirement Plan dated
October 20, 1988. * (2)
10(f) Bemis Executive Incentive Plan dated April 1, 1990. * (2)
10(g) Bemis Company, Inc. Long Term Deferred Compensation
Plan. * (2)
10(h) Bemis Company, Inc. 1997 Executive Officer Performance
Plan. * (1)
10(i) Amended and Restated Credit Agreement among the
Registrant, the Banks Listed therein and Morgan
Guaranty Trust Company of New York as Agent,
originally dated as of August 1, 1986, Amended and
Restated as of August 1, 1991, as amended by
Amendment No. 1 dated as of May 1, 1992, as amended
by Amendment No. 2 dated December 1, 1992, as amended
by Amendment No. 3 dated January 22, 1993, as amended
by Amendment No. 4 dated March 15, 1994, as amended by
Amendment No. 5 dated June 1, 1994; and as amended by
Amendment No. 6 dated February 1, 1995. (2)
19 Reports Furnished to Security Holders. Filed Electronically
27 Financial Data Schedule (EDGAR electronic filing
only). Filed Electronically
---------------
* Management contract, compensatory plan or arrangement filed
pursuant to Rule 601(b)(10)(iii)(A) of Regulation S-K under the
Securities Exchange Act of 1934.
(1) Incorporated by reference to the Registrant's Definitive Proxy
Statement filed with the Securities and Exchange Commission on
March 18, 1997 (File No. 1-5277).
(2) Incorporated by reference to the Registrant's Annual Report on
Form 10-K/A for the year ended December 31, 1994 (File No.
1-5277).
(3) Incorporated by reference to the Registrant's Registration
Statement on Form 8-A dated August 4, 1989 (File No. 0-1387).
(4) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated June 30, 1995 (File No. 1-5277).
(5) Incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 33-50560).
(6) Incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 33-80666).
- 9 -
<PAGE>
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS
BEMIS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
JUNE 30 JUNE 30
-------------------- --------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales. . . . . . . . . . . . . . . . . . . . $481,334 $411,945 $956,807 $797,456
Costs and expenses:
Cost of products sold . . . . . . . . . . . . 379,113 315,961 759,171 618,682
Selling, general and
administrative expenses . . . . . . . . . . . 47,310 48,376 101,698 93,517
Research and development. . . . . . . . . . . . 3,282 2,816 6,716 6,461
Interest expense. . . . . . . . . . . . . . . . 4,854 3,484 9,272 6,233
Other (income). . . . . . . . . . . . . . . . . (209) (257) (414) (4,795)
Minority interest in net income . . . . . . . . 1,291 1,149 2,513 2,042
-------- -------- -------- --------
Income before income taxes . . . . . . . . . . 45,693 40,416 77,851 75,316
Taxes based on income - cash. . . . . . . . . 16,502 14,225 28,627 27,066
Taxes based on income - deferred. . . . . . . 1,198 975 1,373 1,334
-------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . . . . $ 27,993 $ 25,216 $ 47,851 $ 46,916
-------- -------- -------- --------
-------- -------- -------- --------
Earnings per share of common stock . . . . . . . $ .52 $ .47 $ .89 $ .88
-------- -------- -------- --------
-------- -------- -------- --------
Cash dividends paid per share of common stock. . $ .20 $ .18 $ .40 $ .36
-------- -------- -------- --------
-------- -------- -------- --------
Average common shares and common
stock equivalents outstanding . . . . . . . . . 53,914 53,337 53,926 53,270
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
<PAGE>
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS
BEMIS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Jun 30 Dec 31
ASSETS 1997 1996
------ ---------- ----------
<S> <C> <C>
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,589 $ 10,223
Accounts receivable - net. . . . . . . . . . . . . . . . . . . . . . . . . . . . 243,475 216,740
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,589 200,397
Prepaid expenses and deferred charges. . . . . . . . . . . . . . . . . . . . . . 39,477 39,561
---------- ----------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 500,130 466,921
---------- ----------
Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . 634,648 583,491
Excess of cost of investments in
subsidiaries over net assets acquired. . . . . . . . . . . . . . . . . . . . . 150,937 108,928
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,289 9,455
---------- ----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,226 118,383
---------- ----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,299,004 $1,168,795
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current portion of long-term debt. . . . . . . . . . . . . . . . . . . . . . . $ 4,996 $ 1,706
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,178 3,006
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179,331 164,638
Accrued salaries and wages . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,797 34,163
Accrued income and other taxes . . . . . . . . . . . . . . . . . . . . . . . . . 15,099 10,932
---------- ----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . 235,401 214,445
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . 308,075 241,077
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,306 56,661
Other liabilities and deferred credits . . . . . . . . . . . . . . . . . . . . . 58,776 57,726
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 660,558 569,909
---------- ----------
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,230 31,789
STOCKHOLDERS' EQUITY:
Common stock (58,643,557 and 57,897,316 shares) . . . . . . . . . . . . . . . 5,864 5,790
Capital in excess of par value. . . . . . . . . . . . . . . . . . . . . . . . 174,562 149,481
Retained income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 587,677 561,049
Cumulative translation adjustment . . . . . . . . . . . . . . . . . . . . . . (1,346) 6,588
Common stock held in treasury (5,640,842 and 5,536,617 shares). . . . . . . . (159,541) (155,811)
---------- ----------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . . 607,216 567,097
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . $1,299,004 $1,168,795
---------- ----------
---------- ----------
</TABLE>
<PAGE>
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS
BEMIS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Six Months Ended
June 30
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
- ------------------------------------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 47,851 $ 46,916
NON-CASH ITEMS:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . 41,249 34,514
Minority interest in net income . . . . . . . . . . . . . . . . . . . . . . . 2,513 2,042
Deferred income taxes, non-current portion. . . . . . . . . . . . . . . . . . 1,361 1,097
(Gain) loss on sale of property and equipment . . . . . . . . . . . . . . . . (118) 157
---------- ----------
Cash provided by operations. . . . . . . . . . . . . . . . . . . . . . . . . . . 92,856 84,726
Change in working capital, net of effects of
acquisitions and dispositions. . . . . . . . . . . . . . . . . . . . . . . . . (23,097) (30,958)
Net change in deferred charges and credits . . . . . . . . . . . . . . . . . . . (7,714) 4,423
---------- ----------
Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . . 62,045 58,191
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Additions to property and equipment. . . . . . . . . . . . . . . . . . . . . . . (73,893) (48,870)
Business acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,945) (63,393)
Business divestiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,984 12,752
Proceeds from sale of property and equipment . . . . . . . . . . . . . . . . . . 1,577 1,161
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33) 16
---------- ----------
Net cash used in investing activities. . . . . . . . . . . . . . . . . . . . . . (51,310) (98,334)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Change in long-term debt excluding debt assumed in
business acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,290 68,725
Change in short-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,665 (906)
Cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21,223) (18,938)
Subsidiary dividends to minority stockholders. . . . . . . . . . . . . . . . . . (1,835) (1,841)
Common stock purchased for the treasury. . . . . . . . . . . . . . . . . . . . . (3,730) 0
Stock incentive programs and related tax effects . . . . . . . . . . . . . . . . 51 115
---------- ----------
Net cash (used) provided by financing activities . . . . . . . . . . . . . . . . (3,782) 47,155
---------- ----------
Effect of exchange rates on cash . . . . . . . . . . . . . . . . . . . . . . . . (587) (1,998)
---------- ----------
Net increase in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,366 $ 5,014
---------- ----------
---------- ----------
</TABLE>
<PAGE>
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS
BEMIS COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all the information and
footnotes necessary for a comprehensive presentation of financial position and
results of operation.
It is management's opinion, however, that all material adjustments
(consisting of normal recurring accruals) have been made which are necessary for
a fair financial statement presentation. The results for the interim period are
not necessarily indicative of the results to be expected for the year.
For further information, refer to the consolidated financial statements and
footnotes included in the Company's annual report on Form 10-K for the year
ended December 31, 1996.
TAXES BASED ON INCOME
The Company's 1996 effective tax rate of 39% differs from the federal
statutory rate of 35% primarily due to state and local income taxes.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the June 30, 1997, Consolidated Statement of Income and
Consolidated Balance Sheet and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 16,589
<SECURITIES> 0
<RECEIVABLES> 243,475
<ALLOWANCES> 0
<INVENTORY> 200,589
<CURRENT-ASSETS> 500,130
<PP&E> 997,260
<DEPRECIATION> (362,612)
<TOTAL-ASSETS> 1,299,004
<CURRENT-LIABILITIES> 235,401
<BONDS> 308,075
0
0
<COMMON> 5,864
<OTHER-SE> 601,352
<TOTAL-LIABILITY-AND-EQUITY> 1,299,004
<SALES> 956,807
<TOTAL-REVENUES> 956,807
<CGS> 759,171
<TOTAL-COSTS> 759,171
<OTHER-EXPENSES> (414)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,272
<INCOME-PRETAX> 77,851
<INCOME-TAX> 30,000
<INCOME-CONTINUING> 47,851
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,851
<EPS-PRIMARY> 0.89
<EPS-DILUTED> 0.89
</TABLE>
