<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10-K
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1994.
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file no. 1-7088
AMERICAN BUSINESS PRODUCTS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1030529
(State of Incorporation) (I.R.S. Employer Identification No.)
2100 RIVEREDGE PARKWAY, SUITE 1200, ATLANTA, GEORGIA 30328
(Address of principal executive offices, including zip code)
(404) 953-8300
(Registrant's telephone number , including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------- -----------------------
Common Stock, $2 par value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has 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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES NO X
--- ---
The aggregate market value of the registrant's outstanding Common Stock,
$2.00 par value per share, held by non-affiliates of the registrant on March 7,
1995 was $166,476,006.
There were 10,662,801 shares of Common Stock outstanding on March 7, 1995.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE
Portions of the registrant's 1994 Annual Report for the fiscal year ended
December 31, 1994, are incorporated by reference in Parts I and II hereof.
Portions of the registrant's Proxy Statement for the 1995 Annual Meeting of
Shareholders to be held on April 26, 1995, are incorporated by reference in
Part III hereof.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [_X_]
<PAGE> 2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AMERICAN BUSINESS PRODUCTS, INC.
BY: /S/ Thomas R. Carmody
-------------------------------------
Thomas R. Carmody
Director, Chairman of the Board
and Chief Executive Officer
DATE: April 7, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* F. Duane Ackerman Director April 7, 1995
--------------------------------
F. Duane Ackerman
*John E Aderhold Director April 7, 1995
--------------------------------
John E. Aderhold
/S/ W. J. Biggers Director April 7, 1995
--------------------------------
W. J. Biggers
/S/ Thomas R. Carmody Director, April 7, 1995
--------------------------------
Thomas R. Carmody Chairman of the Board
and Chief Executive Officer
/S/ Henry Curtis VII Director April 7, 1995
--------------------------------
Henry Curtis VII
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Herbert J. Dickson Director April 7, 1995
- -----------------------
Herbert J. Dickson
/S/ Robert W. Gundeck Director April 7, 1995
- -----------------------
Robert W. Gundeck
* Hollis L. Harris Director April 7, 1995
- -----------------------
Hollis L. Harris
* W. Stell Huie Director April 7, 1995
- -----------------------
W. Stell Huie
* Thomas F. Keller Director April 7, 1995
- -----------------------
Thomas F. Keller
* G. Harold Northrop Director April 7, 1995
- -----------------------
G. Harold Northrop
* Marvin E. Schmalzried Director April 7, 1995
- -----------------------
Marvin E. Schmalzried
/S/ William C. Downer Vice President-Finance April 7, 1995
- ----------------------- and Chief Financial
William C. Downer and Accounting Officer
* By:/S/ Dawn M. Gray
----------------
Dawn M. Gray,
Attorney-in-Fact
</TABLE>
3
<PAGE> 4
AMERICAN BUSINESS PRODUCTS, INC.
INDEX OF EXHIBITS
Where an exhibit is filed by incorporation by reference to a
previously filed registration statement or report, such registration statement
or report is identified in parentheses.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 Articles of Incorporation (Exhibit 3(a), Annual Report on Form 10-K for the fiscal year ended December 31,
1989).
3.2 Restated Bylaws, as amended (Exhibit 3(b), Annual Report on Form 10-K for the fiscal year ended December
31, 1990).
4.1 Note Agreement dated as of October 1, 1990 among the Company and the institutional investors listed on
Schedule I thereto, together with the form of 9.92% Senior Note to be used in connection therewith
(Exhibit 4, Annual Report on Form 10-K for the fiscal year ended December 31, 1990).
4.2 Note Agreement dated as of December 1, 1993 among the Company and the institutional investors listed on
Schedule I thereto, together with the form of 5.77% Senior Note to be used in connection therewith.
4.3 Form of Rights Agreement dated as of October 25, 1989 between the Company and Citizens and Southern
Trust Company (Georgia), N.A. (Exhibit 4, Current Report on Form 8-K dated October 25, 1989).
4.4 First Amendment to Rights Agreement dated as of August 10, 1992 between the Company and Wachovia Bank
of North Carolina, N.A., as successor Rights Agent (Exhibit 4(c), Annual Report on Form 10-K for the
fiscal year ended December 31, 1992).
10.1 Executive Compensation Plans and Arrangements:
(a) Supplemental Retirement Income Plan (Exhibit 10(a), Annual Report on Form 10-K for the fiscal
year ended December 31, 1989).
(b) Deferred Compensation Investment Plan (Directors) (Exhibit 10(b), Annual Report on Form 10-K for
the fiscal year ended December 31, 1989).
(c) Deferred Compensation Investment Plan (Executives) (Exhibit 10(c), Annual Report on Form 10-K for
the fiscal year ended December 31, 1989).
(d) 1981 Stock Option Plan (Exhibit 10(d), Annual Report on Form 10-K for the fiscal year ended
December 31, 1989).
(e) Deferred Compensation Plan for Directors (Exhibit 10(e), Annual Report on Form 10-K for the fiscal
year ended December 31, 1989).
(f) American Business Products, Inc. Executive Retirement Plan dated September 14, 1992 (Exhibit
10(h), Annual Report on Form 10-K for the fiscal year ended December 31, 1992).
(g) 1991 Stock Option Plan, and First Amendment thereto.
</TABLE>
E-1
<PAGE> 5
(h) Form of 1993 Directors Stock Incentive Plan.
10.2 Agreement for the Purchase of Stock dated as of
September 21, 1990 by and among the Company, Edward
C. Leavy, Edward C. Leavy, Executor under the will
of Jean L. Leavy, and James B. Kauffman relating to
the purchase of Jen-Coat, Inc. (Exhibit 2, Current
Report on Form 8-K, dated October 1, 1990).
10.3 (a) Stock Purchase Agreement dated September 1,
1993 among the Company, Home Safety Equipment
Co., Inc., and William Frederick Conway, Sr.,
Betty Conway, Allen C. Conway, Winifred
Conway Arledge, William Frederick Conway,
Jr., Winifred B. Arledge, QSST Trust #1,
Winifred B. Arledge, QSST Trust #2, Allen C.
Conway, QSST Trust #1, Allen C. Conway, QSST
Trust #2, Allen C. Conway, QSST Trust #3, and
William Frederick Conway, Jr., QSST Trust #1,
William Frederick Conway, Jr., QSST Trust #2
(Exhibit 2, Current Report on Form 8-K dated
September 13, 1993).
(b) Non-Competition Agreement dated as of August
10, 1993 by and among William Frederick
Conway, Sr., Betty Conway, Allen C. Conway,
Winifred Conway Arledge, Sol A. Arledge, and
William Frederick Conway, Jr. and the Company
(Exhibit 99.1, Current Report on Form 8-K,
dated September 13, 1993).
*13 Pages 14 through 27, and page 30 of the Company's
1994 Annual Report which are incorporated herein by
reference.
*21 Subsidiaries of the Registrant.
*23 Consent of Independent Auditors.
*24 Power of Attorney.
27 Financial Data Schedule (For SEC use only)
* Previously filed
E-2
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF AMERICAN BUSINESS PRODUCTS, INC. FOR THE YEAR ENDED
DECEMBER 31, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 25,997
<SECURITIES> 0
<RECEIVABLES> 74,915
<ALLOWANCES> 2,379
<INVENTORY> 51,929
<CURRENT-ASSETS> 152,712
<PP&E> 185,639
<DEPRECIATION> 93,199
<TOTAL-ASSETS> 312,101
<CURRENT-LIABILITIES> 63,419
<BONDS> 0
<COMMON> 21,569
0
0
<OTHER-SE> 115,912
<TOTAL-LIABILITY-AND-EQUITY> 312,101
<SALES> 563,133
<TOTAL-REVENUES> 563,133
<CGS> 394,839
<TOTAL-COSTS> 522,405
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,711
<INCOME-PRETAX> 33,007
<INCOME-TAX> 13,479
<INCOME-CONTINUING> 19,528
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (605)
<NET-INCOME> 18,923
<EPS-PRIMARY> 1.77
<EPS-DILUTED> 1.77
</TABLE>
