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Filed pursuant to Rule 424(b)(3)
Registration No. 33-60567
PROSPECTUS
[Logo]
323,304 SHARES
AMERICAN BUSINESS PRODUCTS, INC.
COMMON STOCK
The 323,304 shares (the "Shares") of Common Stock, par value $2.00 per
share (the "Common Stock"), of American Business Products, Inc., a Georgia
corporation (the "Company"), offered hereby are being offered for the account
of Computer Language Research, Inc., a Texas corporation (the "Selling
Stockholder"). The Company will not receive any proceeds from the sale of such
securities. See "Selling Stockholder."
The Selling Stockholder may sell the Shares offered hereby from time
to time on the New York Stock Exchange or such other national securities
exchange or automated interdealer quotation system on which shares of the
Company's Common Stock are then listed, through negotiated transactions or
otherwise at market prices prevailing at the time of the sale or at negotiated
prices. The Selling Stockholder must effect such transactions by notifying the
Company in advance of any intended transaction in order for the Company to
determine compliance with applicable federal and state securities laws, and
then upon receipt of notice from the Company that such transaction may proceed,
the Selling Stockholder may sell the Shares. The Selling Stockholder directly,
or through agents designated from time to time, or through brokers or dealers
also to be designated, may sell the Shares from time to time on terms to be
determined at the time of sale. Such brokers or dealers may receive
compensation in the form of commissions or otherwise in such amounts as may be
negotiated by them. As of the date of this Prospectus, no agreements have been
reached for the sale of the Shares or the amount of any compensation to be paid
to brokers or dealers in connection therewith. The Company will bear all
expenses in connection with the registration and sale of the Shares being
offered by the Selling Stockholder, other than commissions, concessions or
discounts to brokers or dealers and fees and expenses of counsel or other
advisors to the Selling Stockholder. See "Plan of Distribution."
The Common Stock of the Company is listed on the New York Stock
Exchange under the trading symbol "ABP." On June 20, 1995, the last reported
sale price of the Company's Common Stock on the New York Stock Exchange was
$20.25 share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMI-
NAL OFFENSE.
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The date of this Prospectus is July 3, 1995.
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No person has been authorized in connection with this offering to give
any information or to make any representation not contained or incorporated by
reference in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sales hereunder shall
under any circumstances create any implication that the information contained
herein is correct as of any time subsequent to the date hereof or the dates as
of which information is otherwise set forth or incorporated by reference
herein. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to purchase any securities other than those to which it relates or
an offer to any person in any jurisdiction where such offer or solicitation
would be unlawful.
AVAILABLE INFORMATION
Additional information regarding the Company and the Shares offered
hereby is contained in the Registration Statement on Form S-3 (of which this
Prospectus forms a part) and the exhibits relating thereto filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). The Company is subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and in accordance therewith files reports, proxy
statements, information statements and other information with the Commission.
Such reports, proxy statements, information statements and other information
can be inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices at CitiCorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and
other information also may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission hereby are incorporated by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; and
(3) The description of the Common Stock as contained in the
Company's Registration Statement on Form 8-A (Registration No.1-7088) as filed
with the Commission on November 20, 1972.
In addition, all reports and documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, at the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the foregoing documents). The Company also will
provide without charge upon request a copy of the Company's latest Annual
Report. Written or telephonic requests should be directed to Dawn M. Gray,
Corporate Secretary, American Business Products, Inc., 2100 RiverEdge Parkway,
Suite 1200, Atlanta, Georgia 30328 or P. O. Box 105684, Atlanta, Georgia
30348; (404) 953-8300.
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THE COMPANY
The Company is a producer of business supplies, principally envelope
products, custom business forms and custom labels. Additionally, the Company
manufactures and distributes books for the publishing industry and also is
engaged in specialty extrusion coating and laminating of papers, films, and
nonwoven fabrics for packaging. For the fiscal year ended December 31, 1994,
the Company reported revenues of $563,133,000 and net income of $18,923,000.
Business supplies printing consists principally of the manufacture of
a wide variety of specialty mailers, envelopes, labels and lightweight
packaging, the printing and production of business forms, and other related
products and services including digital imaging or on-demand printing of
various documents and materials for businesses. The manufacture and
distribution of customized specialty labels is a rapidly growing part of this
segment. The Company produces a complete line of standard and special types
and sizes of commercial mailing products, including specialty mailers utilizing
multi-part forms and envelopes. Business forms products and services include
customized continuous forms for computers and word processors, custom cutsheet
and roll laser paper for laser printers, the imprinting of variable, customized
data on forms, electronic forms, and the management of forms inventories for
customers. Business supplies printing accounted for 76% of the Company's sales
in 1994, 74% in 1993, and 74% in 1992.
Book manufacturing consists of the printing and binding of both hard
cover and soft cover books for the publishing industry. In addition, the
Company provides storage and order fulfillment services by shipping orders to
publishers' customers from two large distribution centers. This business
segment accounted for 9% of the Company's sales in 1994, 9% in 1993, and 9% in
1992.
Specialty extrusion coating and laminating consists of applying
plastic coatings in varying degrees of thickness to rolls of paper, film or
fabric. The Company also prints and metalizes certain of these products for
customers. The materials produced by this segment are used primarily for
packaging consumer products such as individual servings of sugar, salt and
pepper, sugar substitutes, and candy and ice cream bars, as well as medical and
pharmaceutical products. These materials also are used for composite can
liners and release liner papers for pressure sensitive products such as labels.
This business segment accounted for 15% of the Company's sales in 1994, 17% of
sales in 1993, and 17% of sales in 1992.
On June 15, 1995, the Company effected a three-for-two stock split of
the Company's Common Stock in the form of a stock dividend to stockholders of
record June 1, 1995. As of June 16, 1995, there were 16,032,294 shares of
Common Stock outstanding, which number of shares reflects the stock split. The
par value of the shares issued in the stock split was credited to Common Stock.
As a result of the stock split, certain financial data incorporated by
reference herein from the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 and the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995 have been restated as shown below:
<TABLE>
<CAPTION>
Average
Earnings Number of
Per Share Outstanding Shares
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Year Ended December 31:
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<S> <C> <C>
1994 $1.22 (1) 16,025,695
1993 1.04 16,023,756
1992 1.22 (2) 16,036,405
1991 1.03 16,006,405
1990 .89 16,075,905
<CAPTION>
Quarter Ended March 31:
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<S> <C> <C>
1995 .37 15,994,224
1994 .23 16,023,292
</TABLE>
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(1) Before change in accounting principle of $605,000 or $.04 per share.
(2) Before change in accounting principles of $12,449,000 or $.78 per share.
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The Company was incorporated under the laws of Delaware in December
1967 and reincorporated under the laws of Georgia in April 1986. The Company's
executive offices are located at 2100 RiverEdge Parkway, Suite 1200, Atlanta,
Georgia 30328, and its telephone number is (404) 953-8300.
SELLING STOCKHOLDER
The shares offered hereby are owned and offered for the account of
Computer Language Research, Inc., the Selling Stockholder. The Company will
not receive any of the proceeds from the sales of such securities.
On June 23, 1995, the Selling Stockholder sold substantially all of
the assets of Electronic Form Systems Incorporated, a Delaware corporation and
a wholly owned subsidiary, to Vanier Graphics Corporation, a California
corporation and a wholly owned subsidiary of the Company, for the purchase
price of $8,995,000. Of the total purchase price, $6,000,000 was payable with
the 323,304 Shares offered hereby. If all of the Shares offered by the Selling
Stockholder are sold, the Selling Stockholder will have no beneficial ownership
of any shares of the Company's Common Stock.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholder,
or by pledgees, donees, transferees or other successors in interest. Such
sales may be made on the New York Stock Exchange or such other national
securities exchange or automated interdealer quotation system on which shares
of Common Stock are then listed, through negotiated transactions or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price or in negotiated transactions. The Shares may be sold by one or
more of the following: (a) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (d) an exchange
distribution in accordance with the rules of such exchange; and (e) through the
writing of options on the Shares. The Selling Stockholder must effect such
transactions by notifying the Company in advance of any intended transaction in
order for the Company to determine compliance with applicable federal and state
securities laws, and then upon receipt of notice from the Company that such
transaction may proceed, the Selling Stockholder may sell the Shares. If
necessary, a supplemental prospectus which describes the method of sale in
greater detail may be filed by the Company with the Commission pursuant to Rule
424(c) under the 1933 Act under certain circumstances. In effecting sales,
brokers or dealers engaged by the Selling Stockholder and/or purchasers of the
Shares may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions, concessions or discounts from the Selling
Stockholder and/or the purchasers of the Shares in amounts to be negotiated
prior to the sale. In addition, any Shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the 1933 Act may be sold under Rule
144 rather than pursuant to this Prospectus.
The Company will bear all expenses in connection with the registration
and sale of the Shares, other than commissions, concessions or discounts to
brokers or dealers and fees and expenses of counsel or other advisors to the
Selling Stockholder.
The Selling Stockholder and any broker or dealer who acts in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the 1933 Act.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for the
Company by Long, Aldridge & Norman, Atlanta, Georgia, counsel to the Company.
Mr. W. Stell Huie, a Director of the Company and a member of the Audit
Committee of the Company, is Senior Counsel to Long, Aldridge & Norman and owns
beneficially an aggregate of 23,715 shares of the Common Stock of the Company
as of June 16, 1995.
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EXPERTS
The consolidated financial statements of the Company and subsidiaries
and the related financial statement schedule incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing in and incorporated by reference in such Form 10-K, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
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