AMERICAN PAD & PAPER CO
8-K, 1999-04-28
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): April 19, 1999(April 28, 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






================================================================================










<PAGE>



Item 5.  Other Events.

     On  April  19,  1999,  American  Pad & Paper  Company  (OTCBB:AMPP)  (AP&P)
reported financial results for the first quarter ended March 31, 1999.

This press release is incorporated herein as Exhibit 99.026

Exhibit

99.26 Press release by the Company dated April 19, 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



April 28, 1999                           /s/ David N. Pilotte        
Date                                     David N. Pilotte
                                         Vice President and Corporate Controller
                                         Principal Accounting Officer




<PAGE>


                                                                  Exhibit 99.026
================================================================================


            


================================================================================

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



               American Pad & Paper Reports FIRST Quarter Results

         DALLAS,  Texas,  April  19,  1999,  --  American  Pad &  Paper  Company
(OTCBB:AMPP) (AP&P) today reported financial results for the first quarter ended
March 31, 1999.

         For the first quarter ended March 31, 1999, the Company  reported a net
loss of $12.8 million,  or 46 cents per share,  on net sales of $137.6  million.
These  results  include  previously  announced  plant  rationalization   charges
reflected in cost of goods sold totaling $1.3 million, which negatively impacted
first quarter performance by 5 cents per share. Comparable first quarter results
in 1998 were a net loss of $2.1 million,  or 8 cents per share,  on net sales of
$161.6 million.

         During the first quarter 1999, the Company posted EBITDA performance of
$5.6  million  as  measured  by the  Company's  bank  agreement  and  reported a
cumulative   nine-month  EBITDA  performance  that  exceeds  the  bank  covenant
requirements  by $7.6 million.  Cost controls also had a positive  effect as the
Company reduced SG&A expenses in the first quarter by $1.0 million  sequentially
over the fourth quarter of 1998.

         " The Company continued to make progress in the first quarter, which is
seasonally one of the slowest," said James W. Swent III,  Co-Chairman  and Chief
Executive Officer of the Company.  "Revenue  performance was at the lower end of
expectations,  but gross margin and expense  control  helped drive EBITDA to hit
our  plan  for the  first  quarter.  Inventory  grew as  expected  due to  plant
rationalization and second half 1999 seasonal sales requirements.  The full year
goal remains to reduce inventory levels by $10 million year over year.  Accounts
receivable  balances  also dropped in the first quarter by $22 million as fourth
quarter sales were collected."

     "Looking forward, the goal remains to return to profitability in the second
half of 1999," said Mr.  Swent.  "Our plant  rationalization  plan remains on or
slightly  ahead of schedule as we drive  towards our goal of being the  low-cost
producer in our  industry.  We are also working hard to rebuild our market share
and remain focused on expanding our business in both new and existing channels."

                                    - more -



<PAGE>



                                                                  Exhibit 99.026

         American Pad & Paper Company 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 total year 1998 were $662 million.

           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,  but not limited to the following:
changing economic  conditions,  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
filings with the Securities and Exchange Commission.




                                                                  ***

                               (Tables to Follow)



































<PAGE>


                                                                  Exhibit 99.026
<TABLE>
<CAPTION>

                          AMERICAN PAD & PAPER COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                   (Unaudited)

                                                                    Three Months Ended March 31,
                                                                        1999          1998  
<S>                                                                  <C>          <C>             
Net sales .........................................................   $    137,631 $    161,595
Cost of sales .....................................................        124,771      142,173
                                                                      ------------ ------------

  Gross profit ....................................................         12,860       19,422

Operating expenses:
  Selling and marketing ...........................................          4,880        4,689
  General and administrative ......................................          7,130        5,432
  Loss on sale of accounts receivable .............................            740          747
  Amortization of intangible assets ...............................          1,286        1,587
  Management fees and services ....................................            375          530
                                                                      ------------ ------------

Income (loss) from operations .....................................         (1,551)       6,437

Other income (expense):
  Interest ........................................................        (10,796)     (10,743)
  Other income, net ...............................................            306           51
                                                                      ------------ ------------

Loss before income taxes ..........................................        (12,041)      (4,255)
Provision for (benefit from) income taxes .........................           --         (2,170)
                                                                      ------------ ------------

Loss before cumulative effect of a change in accounting principle .        (12,041)      (2,085)
Cumulative effect of a change in accounting principle (net of tax)*            726         --
                                                                      ------------ ------------

Net loss ..........................................................   $    (12,767)$     (2,085)
                                                                      ============ ============

Basic earnings per share
  Loss before cumulative effect of a change in accounting principle   $      (0.43)$      (0.08)
  Cumulative effect of a change in accounting principle ...........          (0.03)        --
                                                                      ------------ ------------
  Net loss ........................................................   $      (0.46)$      (0.08)
                                                                      ============ ============


Weighted average shares outstanding:
  Basic ...........................................................         27,724       27,695
                                                                      ============ ============
</TABLE>


 * Effective  January 1, 1999, the company  adopted  Statement of Position (SOP)
98-5 "Reporting on the costs of start-up activities."

<PAGE>
                                                                  Exhibit 99.026

<TABLE>
<CAPTION>

                          AMERICAN PAD & PAPER COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    (in thousands, except per share amounts)
                                   (Unaudited)

                                                               March 31,    December 31,
                                                                1999            1998     
ASSETS
Current assets:
<S>                                                        <C>           <C>             
  Cash ..................................................   $      1,270  $      1,371
  Accounts receivable ...................................         38,651        60,660
  Inventories ...........................................        120,047       112,169
  Refundable income taxes ...............................          1,700         1,700
  Prepaid expenses and other current assets .............          1,726         1,240
  Deferred income taxes .................................             40            40
                                                            ------------  ------------
    Total current assets ................................        163,434       177,180

Property, plant and equipment ...........................        150,747       152,198
Intangible assets .......................................        183,158       185,805
Other ...................................................          2,580         2,654
                                                            ------------  ------------
  Total assets ..........................................   $    499,919  $    517,837
                                                            ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
  Current portion of long-term debt .....................   $      1,242  $      1,236
  Accounts payable ......................................         38,385        49,598
  Accrued expenses ......................................         45,022        47,078
  Restructuring charges .................................          5,522         5,660
  Income taxes payable ..................................            300           300
                                                            ------------  ------------
    Total current liabilities ...........................         90,471       103,872
                                                            ------------  ------------

Long-term debt ..........................................        382,383       373,675
Deferred income taxes ...................................         16,701        16,972
Other ...................................................          1,101         1,288
                                                            ------------  ------------
   Total liabilities ....................................        490,656       495,807
                                                            ------------  ------------

Commitments and contingencies
Stockholders' equity:
  Preferred stock, 150,000 shares authorized,
   no shares issued and outstanding, respectively .......           --            --
  Common stock, voting, $.01 par value, 75,000,000
    shares authorized, 27,724,045 and 27,724,045
    shares issues and outstanding, respectively .........            277           277
Additional paid-in capital ..............................        301,287       301,287
Accumulated deficit .....................................       (292,301)     (279,534)
                                                            ------------  ------------

    Total stockholders' equity ..........................          9,263        22,030
                                                            ------------  ------------
    Total liabilities and stockholders' equity ..........   $    499,919  $    517,837
                                                            ============  ============

</TABLE>


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