AMERICAN PAD & PAPER CO
8-K, 1999-12-17
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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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):
                     December 17, 1999 (December 16, 1999)







                          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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<PAGE>
Item 5.  Other Events.

     Dallas,  December  16, 1999 -- American  Pad & Paper  Company  (OTCBB:AMPP)
(AP&P) today announced that it is in continuing negotiations with its bank group
and a committee of  bondholders.  It is the  Company's  understanding  that this
bondholder  committee  represents holders of over 70% of the principal amount of
its subordinated debt.

This press release is incorporated herein as Exhibit 99.034

Exhibit

99.34 Press release by the Company dated December 16, 1999.







                                    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



December 17, 1999                        /s/ David N. Pilotte
Date                                     David N. Pilotte
                                         Vice President and Corporate Controller
                                         Principal Accounting Officer




<PAGE>


                                                                  Exhibit 99.034
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News Release


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For Immediate release                                     CONTACT: Mark Lipscomb
                                                                  (972) 733-5415



                   AMERICAN PAD & PAPER ANNOUNCES PROGRESS IN
                         NEGOTIATIONS WITH ITS CREDITORS

         Dallas,  December 16, 1999 -- American Pad & Paper Company (OTCBB:AMPP)
(AP&P) today announced that it is in continuing negotiations with its bank group
and a committee of  bondholders.  It is the  Company's  understanding  that this
bondholder  committee  represents holders of over 70% of the principal amount of
its subordinated debt.

         The  Company has  previously  been  notified  by its  banking  group of
defaults  under its bank  credit  agreement  relating to the  perfection  of the
collateral  security  interests  under  the  banks'  credit  facility,  interest
payments and related issues. These notifications have prevented the Company from
making an interest  payment to its bondholders  due on November 15, 1999.  Since
that time the Company has been  working  with the banks,  bondholders  and their
advisors to resolve these issues. The parties continue to make progress and have
extended their  discussions  past the December 15, 1999 expiration of the 30-day
grace period outlined in the subordinated debt indenture.

         As  previously  announced,  the Company has  engaged  Lazard  Freres to
analyze  its  strategic  and  financial  alternatives.  Recently  the bank group
engaged the  Blackstone  Group as its advisors in this  matter,  and the firm of
Chanin Capital Partners is advising the bondholder committee.

         In terms of asset sales,  Lazard has received  several  indications  of
interest  regarding the  Williamhouse  division and other business  assets.  The
Company  will  review  all  serious  inquiries  as it  pursues  the goal of debt
reduction.  The Company plans to provide an update on the progress of both asset
sales and the  continuing  discussions  with its banks and  bondholders no later
than mid-January.

          James W. Swent III, Chief  Executive  Officer,  stated,  "I am pleased
with the  progress  made to date by the teams of  advisors  as we work  toward a
consensual  resolution  of  these  issues.  Additionally,  the  bank  group  and
bondholder committee have indicated their support of the Company and its plan to
reduce debt through  asset sales.  We are  encouraged by the number of inquiries
already received regarding our business assets." Mr. Swent concluded, "We remain
focused on  providing  our  customers  with the same high  quality  products and
service they have come to expect from us."



         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.  Product  offerings  include  envelopes,  writing  pads,  file folders,
machine  papers,  greeting  cards and other office  products.  The key operating
divisions of the Company are  Williamhouse,  AMPAD,  and Creative Card.  Company
revenues in 1998 were $662 million,  additional  information is available on the
Company's Website at http://www.americanpad.com.


         This release  contains  forward-looking  statements  relating to future
results.  Actual results may differ  significantly  from these statements due to
risk factors including, but not limited to the following:  changing business and
economic conditions;  changes in customer order patterns,  including loss of key
customers,  order cancellations or reduced sales; price and product competition;
manufacturing  risks;  raw material  availability  and price changes;  excess or
obsolete  inventory;  new  product  development,  including  acceptance  of  new
products;  the loss of key personnel;  and the impact on the Company's  business
due to  internal  systems  or  systems  of  suppliers  and other  third  parties
adversely affected by year 2000 problems.  Additional  information,  which could
affect the Company's  financial  results,  is included in the Company's  filings
with the Securities and Exchange Commission.


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