<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
AMERICAN BUSINESS PRODUCTS, INC.
(Name of Issuer)
COMMON STOCK, $2 PAR VALUE
(Title of Class of Securities)
024763104
(CUSIP Number)
N/A
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 26 pages
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CUSIP No. 024763104 13G Page 2 of 26 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Business Products, Inc. Profit Sharing Retirement Plan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _______
(b) _______
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
749,862
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
749,862
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
749,862
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.86%
12. TYPE OF REPORTING PERSON
EP
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CUSIP No. 024763104 13G Page 3 of 26 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas R. Carmody
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _______
(b) _______
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER
40,139
6. SHARED VOTING POWER
51,547
7. SOLE DISPOSITIVE POWER
40,139
8. SHARED DISPOSITIVE POWER
51,547
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,686
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.59%
12. TYPE OF REPORTING PERSON
IN
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CUSIP No. 024763104 13G Page 4 of 26 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henry Curtis VII
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _______
(b) _______
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER
217,532
6. SHARED VOTING POWER
21,093
7. SOLE DISPOSITIVE POWER
138,025
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,025
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.90%
12. TYPE OF REPORTING PERSON
IN
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CUSIP No. 024763104 13G Page 5 of 26 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Larry L. Gellerstedt, III, individually and as Co-Trustee of the
American Business Products, Inc. Profit Sharing Retirement Plan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _______
(b) _______
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER
72,242
6. SHARED VOTING POWER
749,862
7. SOLE DISPOSITIVE POWER
72,242
8. SHARED DISPOSITIVE POWER
749,862
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,242
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.47%
12. TYPE OF REPORTING PERSON
IN
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CUSIP No. 024763104 13G Page 6 of 26 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John H. Karr, individually and as Co-Trustee of the
American Business Products, Inc. Profit Sharing Retirement Plan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _______
(b) _______
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER
1,920
6. SHARED VOTING POWER
749,862
7. SOLE DISPOSITIVE POWER
1,920
8. SHARED DISPOSITIVE POWER
749,862
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than .01%.
12. TYPE OF REPORTING PERSON
IN
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CUSIP No. 024763104 13G Page 7 of 26 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert J. Dahl, individually and as Co-Trustee of the
American Business Products, Inc. Profit Sharing Retirement Plan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _______
(b) _______
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER
13,060
6. SHARED VOTING POWER
746,690.6792
7. SOLE DISPOSITIVE POWER
13,060
8. SHARED DISPOSITIVE POWER
746,690.6792
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,515.6792
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.09%
12. TYPE OF REPORTING PERSON
IN
<PAGE> 8
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
AMERICAN BUSINESS PRODUCTS, INC.
PROFIT SHARING RETIREMENT PLAN
Item 1(a). Name of Issuer:
AMERICAN BUSINESS PRODUCTS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(a). Name of Person Filing:
AMERICAN BUSINESS PRODUCTS, INC. PROFIT SHARING RETIREMENT
PLAN
Item 2(b). Address of Principal Business Office
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock, $2 par value
Item 2(e). CUSIP Number:
024763 10 4
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(f) [X] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F)
Page 8 of 26 pages
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Item 4. Ownership.
(a) Amount beneficially owned: 749,862
(b) Percent of class: 4.86%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 749,862
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
749,862
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities check
the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Larry L. Gellerstedt, III, John H. Karr and Robert J. Dahl are trustees
("Trustees") of the trust (the "Trust") created pursuant to the
American Business Products, Inc. Profit Sharing Retirement Plan (the
"Plan") which holds 749,862 shares of Common Stock on behalf of the
Plan, all of which have been allocated to the accounts of Plan
participants as of December 31, 1998. Thomas R. Carmody and Henry
Curtis VII resigned as Trustees of the Trust during 1998.
VOTING RIGHTS. Under the terms of the Plan, the participants have the
right to direct the Trustee as to the exercise of all voting rights
with respect to the whole shares of Common Stock allocated to the
participant's account. Fractional shares and any whole shares for which
participants do not give instructions are voted by the Trustees as they
deem to be proper. Voting procedures are developed to ensure
confidentiality.
TENDER OFFER RIGHTS. Each participant has the right to direct the
Trustees as to whether, in accordance with the terms of any tender
offer for shares of Common Stock, to tender the whole shares of Common
Stock attributable to his account, and the Trustees must follow the
directions to the extent they are proper. Fractional shares and any
whole shares for which directions are not received will be tendered by
the Trustees in the same proportion as the whole shares that are
tendered by the tendering participants.
INVESTMENT POWER. Under the terms of the Plan, the Stock Bonus
Accounts, and all undistributed income accruing thereon, must be
invested by the Trustees primarily in Common Stock. Pending
distribution of fractional shares or permanent investment of assets of
the Stock Bonus Accounts in Common Stock, the Trustees may temporarily
hold cash and may invest the assets in high-quality short-term or money
equivalent investments.
Page 9 of 26 pages
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POWER TO DISPOSE OF COMMON STOCK. Under the terms of the Plan, any
distribution of a Stock Bonus Account to a participant must be in the
form of a single sum distribution payable in whole shares of Common
Stock. Any remaining amount representing a fractional share of Common
Stock is paid in cash. The Trustees have the power to dispose of shares
of Common Stock to the extent necessary to make cash payments
representing fractional shares.
Mr. Gellerstedt and Mr. Karr disclaim any beneficial ownership in the
shares held by the Trust. Mr. Dahl disclaims any beneficial ownership
in the shares held by the Trust, other than the shares allocated to his
respective account.
The amount reported in Row 9 does not include shares of Common Stock
beneficially owned or deemed to be beneficially owned by the Trustees
in their individual capacity and not as Trustees of the Trust.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below, we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 10 of 26 pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
AMERICAN BUSINESS PRODUCTS, INC.
PROFIT SHARING RETIREMENT PLAN
Date: February 10, 1999 By: /s/ Larry L. Gellerstedt, III
-----------------------------------
Larry L. Gellerstedt, III, Trustee
Date: February 10, 1999 By: /s/ John H. Karr
-----------------------------------
John H. Karr, Trustee
Date: February 11, 1999 By: /s/ Robert J. Dahl
-----------------------------------
Robert J. Dahl, Trustee
Page 11 of 26 pages
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STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
THOMAS R. CARMODY
Item 1(a). Name of Issuer:
AMERICAN BUSINESS PRODUCTS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(a). Name of Person Filing:
Thomas R. Carmody
Item 2(b). Address of Principal Business Office
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $2 par value
Item 2(e). CUSIP Number:
024763 10 4
Item 3. If this statement is filed pursuant to Rule 13d-1(c),
check this box. [ X ]
Item 4. Ownership as of December 31, 1998.
(a) Amount beneficially owned: 91,686
The shares shown include 51,547 shares owned jointly
by Mr. Carmody and his wife and 33,000 shares which
Mr. Carmody may acquire upon the exercise of stock
options.
Page 12 of 26 pages
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(b) Percent of class: .59%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 40,139
(ii) shared power to vote or to direct the vote: 51,547
(iii) sole power to dispose or to direct the disposition of: 40,139
(iv) shared power to dispose or to direct the disposition
of: 51,547
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities check the following
[X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 13 of 26 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 11, 1999 By: /s/ Thomas R. Carmody
-----------------------
Thomas R. Carmody
Page 14 of 26 pages
<PAGE> 15
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
HENRY CURTIS VII
Item 1(a). Name of Issuer:
AMERICAN BUSINESS PRODUCTS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(a). Name of Person Filing:
Henry Curtis VII
Item 2(b). Address of Principal Business Office
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $2 par value
Item 2(e). CUSIP Number:
024763 10 4
Item 3. If this statement is filed pursuant to Rule 13d-1(c), check
this box. [ X ]
Item 4. Ownership as of December 31, 1998.
(a) Amount beneficially owned: 138,025
The shares shown include 6,950 shares which Mr.
Curtis may acquire upon the exercise of stock
options; 1,458 shares allocated to his account under
the Plan and 98 shares allocated to his account under
the American Business Products, Inc. Employee Savings
Plan (the "Employee Savings
Page 15 of 26 pages
<PAGE> 16
Plan"). The shares shown do not include 79,507 shares voted by
Mr. Curtis as trustee of certain family trusts and for which
he disclaims beneficial ownership or 21,093 shares for which
he shares voting and investment power as co-trustee of a
family trust and for which he disclaims any beneficial
ownership.
(b) Percent of class: .90%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 217,532
(ii) shared power to vote or to direct the vote: 21,093
(iii) sole power to dispose or to direct the disposition
of: 138,025
(iv) shared power to dispose or to direct the disposition
of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the
Page 16 of 26 pages
<PAGE> 17
securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 10, 1999 By: /s/ Henry Curtis VII
----------------------
Henry Curtis VII
Page 17 of 26 pages
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STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
LARRY L. GELLERSTEDT, III
Item 1(a). Name of Issuer:
AMERICAN BUSINESS PRODUCTS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(a). Name of Person Filing:
Larry L. Gellerstedt, III, individually and as Trustee of the
American Business Products, Inc. Profit Sharing Retirement
Plan
Item 2(b). Address of Principal Business Office
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $2 par value
Item 2(e). CUSIP Number:
024763 10 4
Item 3. If this statement is filed pursuant to Rule 13d-1(c), check
this box. [ X ]
Item 4. Ownership as of December 31, 1998.
(a) Amount beneficially owned: 72,242
The shares shown include 50,000 shares which Mr.
Gellerstedt may acquire upon the exercise of stock
options.
Page 18 of 26 pages
<PAGE> 19
(b) Percent of class: .47%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 72,242
(ii) shared power to vote or to direct the vote: 749,862
(iii) sole power to dispose or to direct the disposition
of: 72,242
(iv) shared power to dispose or to direct the disposition
of: 749,862
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities check the following
[X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
The shares shown in response to Item 4(a) do not include 749,862 shares
for which Mr. Gellerstedt shares investment and voting power as
co-trustee of the Trust. The first five paragraphs of the response by
the Plan to Item 6 of this Schedule 13G are incorporated herein by
reference. Mr. Gellerstedt disclaims beneficial ownership of the shares
held by the Trust.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 19 of 26 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 10, 1999 By: /s/ Larry L. Gellerstedt, III
---------------------------------
Larry L. Gellerstedt, III
Page 20 of 26 pages
<PAGE> 21
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
JOHN H. KARR
Item 1(a). Name of Issuer:
AMERICAN BUSINESS PRODUCTS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(a). Name of Person Filing:
John H. Karr, individually and as Trustee of the
American Business Products, Inc. Profit Sharing Retirement
Plan
Item 2(b). Address of Principal Business Office
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $2 par value
Item 2(e). CUSIP Number:
024763 10 4
Item 3. If this statement is filed pursuant to Rule 13d-1(c), check
this box. [ X ]
Item 4. Ownership as of December 31, 1998.
(a) Amount beneficially owned: 1,920
Page 21 of 26 pages
<PAGE> 22
The shares shown include 1,750 shares which Mr. Karr may
acquire upon the exercise of stock options and 13 shares
allocated to his account under the Employee Savings Plan.
(b) Percent of class: Less than .01%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,920
(ii) shared power to vote or to direct the vote: 749,862
(iii) sole power to dispose or to direct the disposition
of: 1,920
(iv) shared power to dispose or to direct the disposition
of: 749,862
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities check the following
[X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
The shares shown in response to Item 4(a) do not include 749,862 shares
for which Mr. Karr shares investment and voting power as co-trustee of
the Trust. The first five paragraphs of the response by the Plan to
Item 6 are incorporated herein by reference. Mr. Karr disclaims
beneficial ownership of the shares held by the Trust.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 22 of 26 pages
<PAGE> 23
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 10, 1999 By: /s/ John H. Karr
-------------------------
John H. Karr
Page 23 of 26 pages
<PAGE> 24
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
ROBERT J. DAHL
Item 1(a). Name of Issuer:
AMERICAN BUSINESS PRODUCTS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(a). Name of Person Filing:
Robert J. Dahl, individually and as Trustee of the
American Business Products, Inc. Profit Sharing Retirement
Plan
Item 2(b). Address of Principal Business Office
2100 RiverEdge Parkway, Suite 1200, Atlanta, GA 30328
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $2 par value
Item 2(e). CUSIP Number:
024763 10 4
Item 3. If this statement is filed pursuant to Rule 13d-1(c), check
this box. [ X ]
Item 4. Ownership as of December 31, 1998.
(a) Amount beneficially owned: 14,515.6792
Page 24 of 26 pages
<PAGE> 25
The shares shown include 8,305 shares which Mr. Dahl may
acquire upon the exercise of stock options; 1,455.6792 shares
held jointly with his wife; 4,627 shares allocated to Mr.
Dahl's account under the Plan and 128 shares allocated to his
account under the Employee Savings Plan.
(b) Percent of class: .09%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 13,060
(ii) shared power to vote or to direct the vote:
746,690.6792
(iii) sole power to dispose or to direct the disposition
of: 13,060
(iv) shared power to dispose or to direct the disposition
of: 746,690.6792
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities check the following
[X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
The shares shown in response to Item 4(a) do not include 745,235 shares
for which Mr. Dahl shares investment and voting power as co-trustee of
the Trust. The first five paragraphs of the response by the Plan to
Item 6 are incorporated herein by reference. Mr. Dahl disclaims
beneficial ownership of the shares held by the Trust, other than the
8,305 shares allocated to his account.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 25 of 26 pages
<PAGE> 26
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 11, 1999 By: /s/ Robert J. Dahl
----------------------
Robert J. Dahl
Page 26 of 26 pages
