<PAGE>
==============================================================================
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: January 16, 1997 (January 7, 1997)
-----------------------------------
Commission file number 1-11803
--------
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
--------
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
==============================================================================
<PAGE>
Item 5. Other Events
On January 7, 1997, American Pad & Paper Company, through its wholly owned
subsidiary, American Pad & Paper Company of Delaware, Inc. (collectively
referred to as the "Company"), announced that a definitive purchase agreement
had been signed to acquire Shade-Allied, Inc. ("Shade-Allied") for $51.5 million
in cash. The Company intends to finance the acquisition with debt borrowed
under its revolver credit agreement with its banking group. The acquisition is
expected to be completed by the end of January 1997 and is contingent on
approval by the banking group, which approval is expected by the Company, and by
the Department of Justice under the Hart Scott Rodino Act.
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 continuos
forms, ink jet papers, printed forms, technical papers and fine papers.
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.
Exhibit
99.1 Press release by the Company dated January 7, 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.
AMERICAN PAD & PAPER COMPANY
and
AMERICAN PAD & PAPER COMPANY OF
DELAWARE, INC.
/s/ Kevin W. McAleer
---------------------------------
Kevin W. McAleer
Chief Financial Officer
January 16, 1997
---------------------------------
Date
<PAGE>
EXHIBIT 99.1
FOR RELEASE: CONTACT: KEVIN W. MCALEER
TUESDAY, JANUARY 7 AMERICAN PAD & PAPER CO.
AT 9:00 A.M. (972)733-6244
RICHARD E. NICOLAZZO
NICOLAZZO & ASSOCIATES
(617) 951-0000
AMERICAN PAD & PAPER ACQUIRES SHADE-ALLIED, INC.,
EXPANDS PRODUCT LINES TO INCLUDE MACHINE PAPERS
DALLAS, TX (JANUARY 7, 1997) -- American Pad & Paper Co. (NYSE: AGP), a $600
million manufacturer of paper-based office products, today announced that a
definitive purchase agreement has been signed to acquire Shade-Allied, Inc., for
$51.5 million in cash. Based in Green Bay, WI, with manufacturing facilities in
four states, Shade-Allied's sales were approximately $90 million in 1996. The
transaction is expected to close this month.
This acquisition, AP&P's seventh since 1992, signals entry into the company's
fourth product category -- Machine Papers. It includes technical papers such as
inkjet papers, printed formats, fine papers, such as cotton content and laid
papers, as well as continuous forms. AP&P's customers purchased over $800
million of machine papers in 1996.
"With each acquisition we have added a new product category or a new channel of
distribution to our company," said Charles G. Hanson III, Chairman and CEO.
"AP&P's strategy remains the same: to align ourselves with those companies
consolidating the industry (Office Produce Superstores such as Staples, Mass
Marketers like Wal*Mart, National contract Stationers such as Corporate Express
and Paper Merchants like Unisource) and offer them sole source procurement of
paper-based office products."
Hanson stated that "Key customers have 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. We will maintain our leadership position
in vendor consolidation."
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."
# # #
