GENERAL BINDING CORP
8-K, 1998-06-25
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) June 24, 1998 (June 22, 1998).
                                                 ----------------------------

                          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 June, 1998

Item 5.  Other Events.

     On June 22, 1998 the Registrant issued a Press Release dealing with its
net income outlook for the quarter ending June 30, 1998, a copy of which is
attached hereto as an Exhibit and is incorporated herein by reference.

Item 7.  Exhibits.

     1.   Press Release of June 22, 1998.

                                 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: June 24, 1998                         /s/ Steven Rubin,          
                                            ---------------------------
                                            Steven Rubin,              
                                            Vice President, Secretary  
                                            and General Counsel        



<PAGE>   1

                                                                          EX-1


  GBC NEWS                                      Contact: Paul J. Bors       
                                                         Corporate Treasurer
                                                         (847) 291-6187     
                                                   


                          GBC ANNOUNCES SECOND QUARTER
                                EARNINGS OUTLOOK


     Northbrook, IL, June 22, 1998--General Binding Corporation (Nasdaq: GBND)
said today that it expects its second quarter ending June 30, 1998 net income
to be approximately $0.35 to $0.37 per share, approximately $0.08 - $0.10 per
share below second quarter 1997 earnings of $0.45 per share diluted.

     Govi C. Reddy, president and chief executive officer, said that several
factors have contributed to cause the expected reduction in earnings. According
to Mr. Reddy, sales in the Company's Document Finishing Group experienced a
temporary decline as a result of the specialization of its U.S. sales force
completed at year end 1997. The group's sales in the second quarter showed
improvement over sales in the first quarter, and the full benefits of the
specialization program are expected to occur in the third quarter. He also said
that GBC's European operations have been negatively affected by investments
made to expand GBC's global business tenth major retailers.

     "We believe that the issues we are encountering in the second quarter are
short-term," Mr. Reddy said.  "Despite the slightly lower earnings in the
second quarter, cash flow, as measured by EBITDA, is expected to increase by
about 12%.  And, we expect stronger performance through the remainder of the
year resulting in net income for the year that would be approximately equal to
or slightly better than last year's on a year-to-year, diluted basis.

     "GBC's dramatic growth during the past few years represents a major
transformation for our company.  By early-1999, we will have fully integrated
our major acquisitions as previously planned, and we will be poised to benefit
from the investments we have made," Mr. Reddy said.

     Mr. Reddy noted that, in addition to the costs associated with the sales
force reorganization and the European investments, the Company continues to
make significant expenditures related to its information systems for its
European expansion and Year 2000 compliance. Further, three new U.S.
manufacturing facilities are in their start-up phases and are

                                  more....


<PAGE>   2


not yet operating at peak efficiency levels.

     The Company also said that it is in final negotiations to sell its U.S.
RingBinder division. Should the transaction be finalized during the second
quarter, GBC will, as expected, also record a one-time charge related to the
sale.

     GBC is an innovative global technology leader in document finishing,
paper shredders, film lamination and visual communications products. GBC's
products are marketed in over 115 countries under the GBC, Quartet, Ibico,
VeloBind, Shredmaster, Bates, Sickinger, Pro-Tech, Fordigraph and U.S
RingBinder names and are used in the commercial, business, education, home
office and government markets.



     This press release includes forward-looking statements covered by the
Private Securities Litigation Reform Act of 1995. These statements involve
uncertainties and risks and there can be no assurance that actual results will
not differ from the Company's expectations. The words "should", "believe",
"anticipates",  "plans",  "may", "expects" and other expressions that indicate
future events and trends identify forward-looking statements. Factors that
could cause materially different results include, among other things,
competition within the office products and lamination film products markets,
effects of general economic conditions, issues associated with the integration
of recently-acquired operations, the ability of the Company's distributors to
successfully market and sell the Company's products and other risks described
in the Company's filing with the Securities and Exchange Commission. The
Company assumes no obligation to update its forward-looking statements.


                                      ###



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