AMERICAN BUSINESS PRODUCTS INC
8-K, 1998-12-23
MANIFOLD BUSINESS FORMS
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                       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):
                                December 21, 1998

                        AMERICAN BUSINESS PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)


       GEORGIA                        1-7088                     58-1030529
      (State of               (Commission File No.)           (I.R.S. Employer
    incorporation)                                          Identification No.)


                       2100 RIVEREDGE PARKWAY, SUITE 1200
                             ATLANTA, GEORGIA 30328
          (Address of principal executive offices, including zip code)

                                 (770) 953-8300
              (Registrant's telephone number, including area code)


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ITEM 5.  OTHER EVENTS.

     On December 21, 1998, the Registrant announced that it has retained
     SunTrust Equitable Securities Corporation to sell BookCrafters USA, Inc.,
     its book manufacturing business. In connection with the decision to sell
     this unit, BookCrafters USA will be accounted for as a discontinued
     operation. The Company expects to record a material charge in the fourth
     quarter of 1998 related to the divestiture.

     Details are contained in the Press Release, issued December 21, 1998 filed
     as Exhibit 99 hereto and incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits:

         The following exhibit is filed herewith:

<TABLE>
<CAPTION>
         EXHIBIT NO.                             DESCRIPTION
         -----------                             -----------
         <S>                            <C>
               99                       Press Release, issued December 21, 1998
</TABLE>

                                    SIGNATURE

         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.



                                    AMERICAN BUSINESS PRODUCTS, INC.



Dated:  December 23, 1998           /s/ Larry L. Gellerstedt, III        
                                    -------------------------------------
                                    Larry L. Gellerstedt, III
                                    President and Chief Executive Officer



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                                  EXHIBIT INDEX


         The following exhibits are filed as part of this Report.

<TABLE>
<CAPTION>
EXHIBIT NO.                    DESCRIPTION                     PAGE NO.
- -----------                    -----------                     --------
<S>            <C>                                             <C>
   99          Press Release, issued December 21, 1998
</TABLE>


                                       


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American Business Products, Inc.                                      EXHIBIT 99
2100 RiverEdge Parkway, Suite 1200
Atlanta, Georgia  30328
(770) 953-8300



                                  Contact:  Richard G. Smith
                                            Chief Financial Officer
                                            American Business Products
                                            (770) 953-8300
FOR IMMEDIATE RELEASE
                                            Ed Bisno/Theresa Schillero
                                            Media Contact: Eileen King
                                            Morgen-Walke Associates, Inc.
                                            (212) 850-5600


                AMERICAN BUSINESS PRODUCTS RETAINS FIRM TO SELL
                            BOOK MANUFACTURING UNIT

         Atlanta, GA, December 21, 1998 - American Business Products, Inc.
(NYSE:ABP) today announced that it has retained SunTrust Equitable Securities
Corporation to sell BookCrafters USA, Inc., its book manufacturing business.
This initiative is part of an overall corporate restructuring plan designed to
maximize resources and enhance profitability. BookCrafters USA, with
identifiable assets of approximately $30 million, generated revenue of about
$45 million and a modest operating profit for the first eleven months of 1998.

         In connection with the decision to sell this unit, American Business
Products stated that BookCrafters USA will be accounted for as a discontinued
operation. The Company expects to record a material charge in the fourth
quarter of 1998 related to the divestiture.

         Larry Gellerstedt, Chairman and Chief Executive Officer, commented,
"After a thorough review of the Company's operations, we have decided that the
divestiture of BookCrafters will enable us to focus our attention and strong
financial resources on our core printing and flexible packaging businesses.
While BookCrafters is a fine company, its operations do not fit in with our
overall strategic plans for growth. We also believe that a divestiture of the
unit to an owner who can expand and develop the business will benefit both the
employees and customers of BookCrafters USA."

         Mr. Gellerstedt added, "As we near completion of the current year, we
are encouraged by the progress and performance of our core businesses. We
recently added Geoff Greulich as our Director of Business Development. Building
on his experience in the packaging industry, we intend to accelerate growth by
expanding our presence in the highly fragmented flexible packaging and printing
markets."

         American Business Products, Inc. is a leading supplier of custom
printing services and flexible packaging to growing niche markets. ABP operates
through subsidiaries whose products and services include: Curtis 1000 Inc., a
leader in direct-to-user marketing of custom-printed envelopes and labels,
digital document services and business forms; Discount Labels, Inc., the
largest short-run custom label producer in the U.S.; International Envelope
Company, the world's largest converter of Tyvek(R) envelopes and manufacturer
of specialty packages and filing systems; and Jen-Coat, Inc., a leader in
specialty extrusion coating and laminating of packaging and other products.


<PAGE>   2


This press release contains certain forward-looking statements, including
statements relating to the future financial results of the Company. Caution
should be taken in relying upon forward-looking statements in this release
because they involve a number of risks and uncertainties that could cause
actual results to differ materially from any such statements. These risks and
uncertainties include the Company's ability to successfully implement its
corporate restructuring plan, to successfully penetrate new distribution
channels, and to successfully implement its acquisition strategy. Additional
risk factors are detailed in the Company's periodic filings with the Securities
and Exchange Commission, including those risks identified in the section
captioned, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 1998, which discussion is incorporated in this
release by reference.
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