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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: February 24, 1997 (February 11, 1997)
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Commission file number 1-11803
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AMERICAN PAD & PAPER COMPANY
(Exact name of registrant as specified in its charter)
Delaware 04-3164298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17304 Preston Road, Suite 700, Dallas, TX 75252-5613
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 733-6200
Commission file number 333-3006
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AMERICAN PAD & PAPER COMPANY OF DELAWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 25-1512956
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17304 Preston Road, Suite 700, Dallas, TX 75252-5613
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 733-6200
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Item 2. Acquisition or Disposition of Assets
On February 11, 1997, American Pad & Paper Company, through its wholly owned
subsidiary, American Pad & Paper Company of Delaware, Inc. (collectively
referred to as the "Company"), completed its acquisition of Shade/Allied, Inc.
("Shade/Allied") for $49.5 million in cash. The Company financed the
acquisition with debt borrowed under its revolver credit agreement with its
banking group.
Based in Green Bay, Wisconsin, Shade/Allied manufactures paper based office
products in four states and expects to realize net sales of approximately $90
million in 1996. Shade Allied manufactures and sells products such as
continuous forms, ink jet papers, printed forms, technical papers and fine
papers. The Company intends to continue to manufacture and distribute such
products following the acquisition of Shade/Allied.
The Company intends to record this acquisition following the purchase method of
accounting.
As an exhibit to this Current Report on Form 8-K, a copy of the Company's press
release related to this acquisition is provided.
Item 7. Financial Statements and Exhibits
Financial Statements
The Registrants request no more than an additional 60 days to provide historical
and pro forma financial statements required by the rules and regulations of the
Securities and Exchange Commission. The Registrants expect to provide such
information no later than April 25, 1997.
Exhibit
99.1 Press release by the Company dated February 11, 1997
SIGNATURES
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 hereunto duly authorized.
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AMERICAN PAD & PAPER COMPANY
and
AMERICAN PAD & PAPER COMPANY OF
DELAWARE, INC.
/s/ Kevin W. McAleer
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Kevin W. McAleer
Chief Financial Officer
February 24, 1997
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Date
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EXHIBIT 99.1
FOR RELEASE: CONTACT: KEVIN W. MCALEER
FEBRUARY 11, 1997 AMERICAN PAD & PAPER CO.
(972)733-6244
RICHARD E. NICOLAZZO
NICOLAZZO & ASSOCIATES
(617) 951-0000
AMERICAN PAD & PAPER COMPLETES SHADE-ALLIED ACQUISITION,
ADDS MACHINE PAPERS AS FOURTH PRODUCT LINE
DALLAS, TX -- American Pad & Paper Co. (NYSE: AGP), a $600 million
manufacturer of paper-based office products, today announced the completion of
its acquisition of Shade-Allied, Inc., for $49.5 million, including transaction
costs. Based in Green Bay, WI, with manufacturing facilities in four states,
Shade-Allied's sales were approximately $90 million in 1996.
Announced in January, the acquisition, AP&P's seventh since 1992, expands the
company's product lines of writing pads, filing materials and envelopes to
include machine papers. Shade-Allied's line of machine papers included inkjet
papers, printed formats, fine papers such as cotton content and laid papers, as
well as continuous forms.
"The logic of the acquisition is obvious in the cross-channeling opportunities
it creates," said Charles G. Hanson III, Chairman and CEO. "AP&P's customers
purchased over $800 million of machine papers in 1996."
Hanson explained: "Key customers encouraged us to add machine papers and other
paper products to our product offering. This is AP&P's second acquisition in
six months and we anticipate more in 1997."
"Hanson added: "Our strategy is to focus on the giants who are consolidating the
industry: Office Product Superstores such as Staples, Mass Marketers like
Wal*Mart, National Contract Stationers such as Corporate Express and Paper
Merchants like Unisource. We want to leverage our national distribution
capabilities and offer them sole source procurement of paper-based office
products. Acquiring Shade-Allied clearly strengthens our hand."
American Pad & Paper Co., which invented the legal pad in 1888,. is a leading
manufacturer and marketer of paper-based office products in North America. The
Company, with 22 US facilities, manufactures and distributes writing pads, file
folders, envelopes and other office products."
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