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UNITED STATES
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):
October 15, 1998 (September 30, 1998)
AMERICAN PAD & PAPER COMPANY
(Exact name of registrant as specified in its charter)
Commission file number 1-11803
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
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Item 5. Other Events.
On September 30, 1998, American Pad & Paper Company (the "Company") issued
a press release announcing that its lending group, consisting of 20 financial
institutions, have amended the original revolving credit agreement that matures
in July, 2001. This agreement provides the Company with a $300 million
revolving credit facility with the usual and customary covenants and
restrictions. It eliminates all prior defaults and allows the Company to
reclassify over $270 million from short-term debt back to long-term debt. This
press release is incorporated herein as Exhibit 99.12.
On October 7, 1998, the Company issued a press release announcing an
update of its restructuring plans designed to reduce costs, increase margins,
improve customer service, and better balance manufacturing capacity to market
demands. Following the Company's August 17, 1998 announcement (Exhibit 99.010)
that it will consolidate it continuous forms business, American Pad & Paper is
now moving forward with other major rationalization plans that should be
completed in 1999. These plans include plant and warehouse consolidations,
equipment rationalization moves, plant/product changes and the addition of new
distribution centers. This restructuring plan is expected to net an 18%
reduction in space and net a 7% reduction in its workforce, primarily from
manufacturing. These actions will impact most plant sites and will require
restructuring charges as the Company previously indicated in July. This press
release is incorporated herein as Exhibit 99.13.
On October 14, 1998, the Company issued a press release announcing the
resignation of Timothy E. Needham, President and Chief Operating Officer. Mr.
Needham will finalize his duties on October 30, 1998. Mr. Needham will continue
to serve as a consultant to the Company for a period of time. This press
release is incorporated herein as Exhibit 99.14.
Exhibit
99.12 Press release by the Company dated September 30, 1998.
99.13 Press release by the Company dated October 7, 1998.
99.14 Press release by the Company dated October 14, 1998.
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 hereunto duly authorized.
American Pad & Paper Company
October 15, 1998 /s/ David N. Pilotte
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Date David N. Pilotte
Vice President and Corporate
Controller Principal
Accounting Officer
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EXHIBIT INDEX
Exhibit Description
99.12 Press release by the Company dated September 30, 1998.
99.13 Press release by the Company dated October 7, 1998.
99.14 Press release by the Company dated October 14, 1998.
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Exhibit 99.12
CONTACT: Mark Lipscomb
Vice President, Corporate Communications
American Pad & Paper Co.
(972) 733-5415
FOR IMMEDIATE RELEASE
Robert P. Jones/Theresa Schillero
Leslie Feldman/Eileen King - Press
(212) 850-5600
Ken Pieper
(972) 663-9390
Morgen-Walke Associates
AMERICAN PAD & PAPER ANNOUNCES AMENDED BANK AGREEMENT
DALLAS, Texas, September 30, 1998, -- American Pad & Paper Company
(NYSE:AGP - news; AP&P) announced today that it has amended its revolving
credit agreement with its lending group.
The Company and its lending group, consisting of 20 financial
institutions, have amended the original revolving credit agreement that matures
in July, 2001. This agreement provides AP&P with a $300 million revolving
credit facility with the usual and customary covenants and restrictions. It
eliminates all prior defaults and allows the Company to reclassify over $270
million from short-term debt back to long-term debt.
James W. Swent, III, Chief Executive Officer commented, "We are
extremely pleased that the amended credit agreement is now in place so we can
execute our business recovery plan. This agreement exhibits strong support and
confidence from our lending group. It creates the flexibility needed to provide
world class service to our customers and vendors as we make the strategic
investments required to strengthen the Company and return it to sustained
profitability."
AMERICAN PAD & PAPER COMPANY IS A LEADING MANUFACTURER AND MARKETER OF
PAPER-BASED OFFICE PRODUCTS IN NORTH AMERICA. THE COMPANY MANUFACTURES AND
DISTRIBUTES WRITING PADS, FILE FOLDERS, MACHINE PAPERS, ENVELOPES AND OTHER
OFFICE PRODUCTS. NAME BRANDS INCLUDE AMPAD, CENTURY, EMBASSY, GOLD FIBRE,
HUXLEY, KAROLTON, KENT, PEEL & SEEL, SCM, WILLIAMHOUSE AND WORLD FIBRE.
THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS RELATING TO FUTURE
RESULTS. ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY AS A RESULT OF FACTORS OVER
WHICH THE COMPANY HAS NO CONTROL, INCLUDING THE STRENGTH OF DOMESTIC AND
FOREIGN ECONOMIES, SLOWER THAN ANTICIPATED SALES GROWTH, PRICE AND PRODUCT
COMPETITION AND CHANGES IN RAW MATERIAL COSTS. ADDITIONAL INFORMATION WHICH
COULD AFFECT THE COMPANY'S FINANCIAL RESULTS IS INCLUDED IN THE COMPANY'S
PROSPECTUS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Exhibit 99.13
CONTACT: Mark Lipscomb
Vice President, Corporate Communications
American Pad & Paper Co.
(972) 733-5415
FOR IMMEDIATE RELEASE
Robert P. Jones/Theresa Schillero
Leslie Feldman/Eileen King - Press
(212) 850-5600
Ken Pieper
(972) 663-9390
Morgen-Walke Associates
AMERICAN PAD & PAPER ANNOUNCES FURTHER RESTRUCTURING PLANS
DALLAS, TEXAS, OCTOBER 7, 1998, -- AMERICAN PAD & PAPER COMPANY
(NYSE:AGP) (AP&P) ANNOUNCED TODAY AN UPDATE OF ITS RESTRUCTURING PLANS DESIGNED
TO REDUCE COSTS, INCREASE MARGINS, IMPROVE CUSTOMER SERVICE, AND BETTER BALANCE
MANUFACTURING CAPACITY TO MARKET DEMANDS.
FOLLOWING THE COMPANY'S AUGUST 17TH ANNOUNCEMENT THAT IT WILL
CONSOLIDATE ITS CONTINUOUS FORMS BUSINESS, AMERICAN PAD & PAPER IS NOW MOVING
FORWARD WITH OTHER MAJOR RATIONALIZATION PLANS THAT SHOULD BE COMPLETED IN
1999. THESE PLANS INCLUDE PLANT AND WAREHOUSE CONSOLIDATIONS, EQUIPMENT
RATIONALIZATION MOVES, PLANT/PRODUCT CHANGES AND THE ADDITION OF NEW
DISTRIBUTION CENTERS. THIS RESTRUCTURING PLAN IS EXPECTED TO NET AN 18%
REDUCTION IN SPACE AND NET A 7% REDUCTION IN ITS WORKFORCE, PRIMARILY FROM
MANUFACTURING. THESE ACTIONS WILL IMPACT MOST PLANT SITES TO SOME DEGREE AND
WILL REQUIRE RESTRUCTURING CHARGES AS THE COMPANY PREVIOUSLY INDICATED IN JULY.
FURTHER DETAILS OF THE TIMING AND FINANCIAL IMPACTS OF THESE RESTRUCTURING
ACTIONS WILL BE DISCLOSED WITH THIRD QUARTER RESULTS.
JAMES W. SWENT, II, CHIEF EXECUTIVE OFFICER OF AMERICAN PAD & PAPER,
COMMENTING ON THE RESTRUCTURING PLANS, "THESE ACTIONS ARE NECESSARY TO IMPROVE
SERVICE TO OUR CUSTOMERS, BECOME THE LOWEST COST PRODUCER AND INCREASE OUR
MANUFACTURING CAPACITY. DURING THIS PROCESS, WE ARE COMMITTED TO IMPROVING
CUSTOMER SERVICE TO OUR MERCHANTS, JOBBERS, RETAIL AND COMMERCIAL ACCOUNTS BY
MAKING INVESTMENTS IN INVENTORY AND NEW DISTRIBUTION CENTERS. AS OUR
MARKETPLACE CHANGES WE WILL CONTINUE TO TAKE THE ACTIONS REQUIRED TO REMAIN
COMPETITIVE."
AMERICAN PAD & PAPER COMPANY IS A LEADING MANUFACTURER AND MARKETER OF
PAPER-BASED OFFICE PRODUCTS IN NORTH AMERICA. THE COMPANY MANUFACTURES AND
DISTRIBUTES WRITING PADS, FILE FOLDERS, MACHINE PAPERS, ENVELOPES AND OTHER
OFFICE PRODUCTS. NAME BRANDS INCLUDE AMPAD, CENTURY, EMBASSY, GOLD FIBRE,
HUXLEY, KAROLTON, KENT, PEEL & SEEL, SCM, WILLIAMHOUSE AND WORLD FIBRE.
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THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS RELATING TO FUTURE
RESULTS. ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY AS A RESULT OF FACTORS OVER
WHICH THE COMPANY HAS NO CONTROL, INCLUDING THE STRENGTH OF DOMESTIC AND
FOREIGN ECONOMIES, SLOWER THAN ANTICIPATED SALES GROWTH, PRICE AND PRODUCT
COMPETITION AND CHANGES IN RAW MATERIAL COSTS. ADDITIONAL INFORMATION WHICH
COULD AFFECT THE COMPANY'S FINANCIAL RESULTS IS INCLUDED IN THE COMPANY'S
PROSPECTUS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Exhibit 99.14
CONTACT: Mark Lipscomb
Vice President, Corporate Communications
American Pad & Paper Co.
(972) 733-5415
FOR IMMEDIATE RELEASE
Robert P. Jones/Theresa Schillero
Leslie Feldman/Eileen King - Press
(212) 850-5600
Ken Pieper
(972) 663-9390
Morgen-Walke Associates
AMERICAN PAD & PAPER ANNOUNCES RESIGNATION OF
CHIEF OPERATING OFFICER
DALLAS, TEXAS, OCTOBER 14, 1998, -- AMERICAN PAD & PAPER COMPANY
(NYSE:AGP) TODAY ANNOUNCED THAT TIMOTHY E. NEEDHAM, PRESIDENT AND CHIEF
OPERATING OFFICER, HAS RESIGNED TO PURSUE OTHER BUSINESS OPPORTUNITIES.
MR. NEEDHAM WILL FINALIZE HIS DUTIES ON OCTOBER 30, 1998. MR. NEEDHAM,
A 26-YEAR INDUSTRY EXECUTIVE, JOINED AMERICAN PAD & PAPER IN OCTOBER 1995 UPON
THE ACQUISITION OF THE COMPANY'S WILLIAMHOUSE DIVISION. MR. NEEDHAM WILL
CONTINUE TO SERVE AS A CONSULTANT TO THE COMPANY FOR A PERIOD OF TIME.
"WE APPRECIATE TIM'S HARD WORK AND DEDICATION OVER THE YEARS AND THE
SIGNIFICANT CONTRIBUTIONS HE HAS MADE TO THE COMPANY," SAID JAMES W. SWENT III,
CHIEF EXECUTIVE OFFICER OF AMERICAN PAD & PAPER, "AND WE WISH HIM WELL IN HIS
FUTURE ENDEAVORS." SWENT ADDED, "AS WE MOVE FORWARD THE AMPAD & WILLIAMHOUSE
DIVISIONS WILL NOW REPORT DIRECTLY TO ME."
"I LEAVE WITH THE CONFIDENCE THAT THE COMPANY IS SOLIDLY ON TRACK TO
REASSERT ITS LEADERSHIP IN OUR INDUSTRY AND THAT THE CURRENT MANAGEMENT TEAM IS
WELL EQUIPPED TO GET THE JOB DONE," SAID MR.
NEEDHAM.
AMERICAN PAD & PAPER COMPANY IS A LEADING MANUFACTURER AND MARKETER OF
PAPER-BASED OFFICE PRODUCTS IN NORTH AMERICA. THE COMPANY MANUFACTURES AND
DISTRIBUTES WRITING PADS, FILE FOLDERS, MACHINE PAPERS, ENVELOPES AND OTHER
OFFICE PRODUCTS. NAME BRANDS INCLUDE AMPAD, CENTURY, EMBASSY, GOLD FIBRE,
HUXLEY, KAROLTON, KENT, PEEL & SEEL, SCM, WILLIAMHOUSE AND WORLD FIBRE.
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