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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 31, 1996
AMERICAN BUSINESS PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Georgia 1-7088 58-1030529
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(State of (Commission File Number) (I.R.S Employer
Incorporation) Identification No.)
2100 RiverEdge Parkway, Suite 1200,
Atlanta, Georgia 30328
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(Address of principal executive offices, including(Zip Code)
(770) 953-8300
(Registrant's telephone number, including area code)
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(3) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(B) Pro Forma Financial Information
The accompanying unaudited pro forma condensed consolidated financial
statements give effect to the Vanier Sale as described in Item 2 of this
Form 8-K. The pro forma consolidated balance sheet as of September 30, 1996
gives effect to the Vanier Sale as if the transaction occurred on that
date. The pro forma consolidated statements of income for the year ended
December 31. 1995 and for the nine months ended September 30, 1996 give
effect to the Vanier Sale as if the transaction occurred on January 1,
1995.
The consolidated financial information with respect to the Company as
of and for the year ended December 31, 1995 has been derived from the
Company's audited consolidated financial statements which are not presented
herein. The consolidated financial information with respect to the Company
for the nine months ended September 30, 1996 has been derived from the
Company's unaudited condensed consolidated financial statements which are
not presented herein.
The pro forma condensed consolidated financial statements of the
Company are presented for informational purposes only and may not reflect
the Company's future results of operations or what the results of
operations of the Company would have been had the Vanier Sale occurred as
of the date indicated.
AMERICAN BUSINESS PRODUCTS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Nine Months Ended September 30, 1996
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Actual Pro Forma Pro Forma
September 30, Adjustment for September 30,
1996 Disposition 1996
------------- -------------- -------------
<S> <C> <C> <C>
Net Sales $ 472,394 $ (98,961) $ 373,433
------------ ------------ ------------
Cost and Expenses
Cost of goods sold 332,032 (70,573) 261,459
Selling and administrative 105,736 (23,779) 81,957
Restructuring Expenses 5,799 (1,327) 4,472
------------ ------------ ------------
443,567 (95,679) 347,888
------------ ------------ ------------
Operating Income 28,827 (3,282) 25,545
Other Income (Expenses)
Interest Expense (5,452) 257 (5,195)
Miscellaneous--net 3,210 (410)(1) 2,800
------------ ------------ ------------
Income Before Income Taxes 26,585 (3,435) 23,150
Provision for Income Taxes 10,412 (1,461) 8,951
------------ ------------ ------------
Net Income $ 16,173 $ (1,974)(2) $ 14,199
============ ============ ============
Earnings Per Share $ 0.99 $ (0.12) $ 0.87
============ ============ ============
Weighted Average Number of Common Shares
Outstanding 16,392,705 16,392,705
============ ============
</TABLE>
See accompanying notes to pro forma condensed consolidated financial statements.
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AMERICAN BUSINESS PRODUCTS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 1995
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Actual Pro Forma Pro Forma
December 31, Adjustment for December 31,
1995 Disposition 1995
----------- -------------- ------------
<S> <C> <C> <C>
Net Sales $ 633,955 $(137,531) $ 496,424
----------- --------- -----------
Cost and Expenses
Cost of goods sold 447,375 (98,828) 348,547
Selling and administrative 138,474 (31,091) 107,383
Restructuring Expenses 0 0 0
----------- --------- -----------
585,849 (129,919) 455,930
----------- --------- -----------
Operating Income 48,106 (7,612) 40,494
Other Income (Expenses)
Interest Expense (8,243) 341 (7,902)
Miscellaneous--net 1,639 (148)(1) 1,491
---------- --------- -----------
Income Before Income Taxes 41,502 (7,419) 34,083
Provision for Income Taxes 15,997 (3,165) 12,832
----------- --------- -----------
Net Income $ 25,505 $ (4,254)(2) $ 21,521
=========== ========= ===========
Earnings Per Share $ 1.57 $ (0.26) $ 1.31
=========== ========= ===========
Weighted Average Number of Common
Shares Outstanding 16,197,044 16,197,044
=========== ===========
</TABLE>
See accompanying notes to pro forma condensed consolidated financial statements.
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NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The notes to the pro forma unaudited condensed consolidated financial
statements follow:
PRO FORMA STATEMENT OF INCOME ADJUSTMENTS
(1) Does not include interest income of approximately $1,623 for the nine
months ended September 30, 1996 and $1,831 for the year ended December 31, 1995
which the Company would have received had the net proceeds of the Vanier Sale
been invested in money market instruments.
(2) Does not reflect the loss on the Vanier Sale.
PRO FORMA BALANCE SHEET ADJUSTMENTS
(1) To eliminate assets acquired and liabilities assumed by Reynolds.
(2) To record the proceeds from the Vanier Sale.
(3) To record estimated fees and adjustments related to the Vanier Sale.
(4) To reflect the after-tax loss on the Vanier Sale.
(5) To adjust the Financial Accounting Standards No. 106 accrual for post
retirement benefits and related deferred taxes due to plan curtailment.
(6) To accelerate related accruals for former Vanier executives.
(7) To reflect early extinguishment of a bond issue on a Vanier facility.
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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. (Registrant)
Date: July 23, 1997 \S\ Richard G. Smith
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Richard G. Smith
Vice President-Finance
and Chief Financial Officer
[duly authorized officer
and principal financial officer]
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