GENERAL BINDING CORP
8-K, 1997-10-24
OFFICE MACHINES, NEC
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<PAGE>   1




                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  October 20, 1997.


                          GENERAL BINDING CORPORATION
             (Exact name of registrant as specified in its charter)


    Delaware                           0-2604                   36-0887470
    --------                           ------                   ----------
(State or other juris-               (Commission            (IRS Employer
    diction of in-                   File Number)           Identification No.)
     corporation)


                 One GBC Plaza                                   
                 Northbrook, Illinois                                60062
                 --------------------                                -----
         (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code (847) 272-3700


<PAGE>   2


                           Form 8-K Current Report
                        For the Month of October, 1997

Item 5.   Other Events.

         On October 20, 1997 the Registrant announced that it had entered into
a definitive agreement to acquire all of the capital stock of Ibico AG, based
in Zurich, Switzerland.  The consideration to be paid by the Registrant was not
disclosed, however, the Registrant expects that the purchase price will be
dilutive to earnings in 1998 by 20-25 cents per share and accretive to earnings
thereafter.

         Ibico expects worldwide revenues in 1997 of $110 million.  Ibico
manufactures, sources, and distributes binding machines and supplies,
laminators and laminating films and calculators.

         Closing of the purchase is scheduled for January 9, 1998, unless
extended pursuant to the terms of the agreement and is subject to the
expiration or termination of any waiting periods under the Antitrust
Improvements Act, as well as other conditions stated in the agreement.

Item 7.  Exhibits.

         1.      Press Release of October 20, 1997.

                                  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.

                                                  General Binding Corporation
                                                  ---------------------------
                                                          (Registrant)


Date: October 21, 1997                            /s/ Steven Rubin          
                                                  ----------------------------
                                                  Steven Rubin,
                                                  Vice President, Secretary
                                                  and General Counsel



<PAGE>   1

                                                                    Exhibit 99.1

                               [GBC LETTERHEAD]

                                                   Contact: Joseph J. LaPorte 
                                                       Date: October 20, 1997 







                           GBC TO ACQUIRE IBICO AG


        Northbrook, IL, October 20, 1997... General Binding Corporation
(Nasdaq: GBND) announced today that it has entered into a definitive agreement
to acquire Ibico AG.  Headquartered in Zurich, Switzerland, Ibico is a
privately-held manufacturer and marketer of document binding and laminating
products.  Terms of the transaction, the consummation of which is subject to
certain regulatory approvals, were not disclosed.

        Ibico was founded in 1969 by Dr. Ueli Wolfensberger, who is the
company's sole shareholder.  The company manufactures, sources, and distributes
binding machines and supplies, laminators and laminating films, and
calculators.  Worldwide Ibico revenues in 1997 will be approximately $110 
million. Ibico products will continue to be marketed under that brand name, 
and the company will become part of GBC's Office Products Group, headed by Group
President Howard Green.

        "This acquisition will expand the geographic reach of both
organizations, bring improved access to key markets outside the United States,
and also provide synergies in logistics, purchasing, product development and
manufacturing," said Govi C. Reddy, president and chief executive officer of
GBC.  "It provides greater criticl mass to respond to the needs of significant
customers, particularly within the consolidating office products distribution
channel."

        Dr. Wolfensberger said that as a result of the merger, "Customers now
will be able to access the full product line of both companies, and the
efficiencies resulting from combining these organizations will be reflected in
better value to the customers of Ibico and GBC and the ultimate consumer."

        Ibico's market is worldwide, and the company has manufacturing
facilities in Germany, Portugal, and Mexico and distribution centers in 14
countries.  Most of its US sales are to the superstore, wholesale, mail order
and contract stationer distribution channels.

        Mr. Reddy noted that the Ibico acquisition will be accretive to
earnings in 1999 by an estimated 10 to 15 cents per share; however, it will be
dilutive by 20-25 cents per share in the first year.

        GBC is an innovative global technology leader in binding, film
laminating and visual communication products.  GBC products are marketed under
the GBC, Quartet, VeloBind, Shredmaster, Bates, Sickinger, Pro-Tech, Fordigraph
and US RingBinder brand names.



                                     ###



The foregoing forward looking statements are based upon various assumptions. 
Certain risks and uncertainties could cause actual results to differ materially
from those stated.  GBC assumes no obligation to update its forward looking
statements.





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