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) June 6, 1995
______________________________________________________________
PAXAR Corporation
_________________
(Exact name of registrant as specified in its charter)
New York 0-5610 13-5670050
______________________________________________________________
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
275 North Middletown Road, Pearl River, New York 10965
_______________________________________________________
(Address of principal executive offices) (Zip Code)
(914) 735-9200
______________
(Registrant's telephone number, including area code:)
___________________________________________________________
(Former name or former address, if changed since last report)<PAGE>
<PAGE>
Item 5. OTHER EVENTS.
On June 3, 1995, Paxar Corporation (the "Company") entered
into a Closing Agreement (the "Closing Agreement") with Odyssey
Partners, L.P. ("Odyssey") pursuant to which the Company and
Odyssey agreed, among other things, to use their respective best
efforts to cause the closing (the "Closing") of the purchase of
Monarch Marking Systems, Inc. and related companies ("Monarch")
by Monarch Acquisition Corp. (the "Buyer") in accordance with the
terms of a Stock Purchase Agreement (the "Stock Purchase
Agreement") to be entered into by the Buyer, Pitney Bowes Inc.
and certain related companies ("Pitney Bowes"). The Buyer is a
newly formed corporation which will at Closing be owned 49.5% by
each of the Company and Odyssey and 1% by Thomas Loemker, a
Director of the Company. On June 6, 1995, the Buyer and Pitney
Bowes entered into the Stock Purchase Agreement providing for the
purchase of Monarch in consideration for payment of $127 Million.
The Closing is expected to occur on or about June 30, 1995. The
Closing Agreement further provides that the Company and Odyssey
will each contribute $15 Million in equity capital to the Buyer
at the Closing. Mr. Loemker is expected to contribute $303,030
in equity capital to the Buyer. The balance of the purchase
price and certain related acquisition costs, approximately
$100,000,000, is expected to be raised through a private
placement of the Buyer's debt securities or through a bridge
financing. In either event, holders of the Buyer's
aforementioned debt will be without recourse to the Company or
Odyssey in the event of default by the Buyer. In addition, the
Closing Agreement provides for the Company and Odyssey to execute
at Closing a Stockholders' Agreement, the form of which the
Company and Odyssey have agreed upon (the "Stockholders'
Agreement").
The Stockholders' Agreement provides that the Buyer's Board
of Directors shall be comprised of eight members, three of whom
are designated by the Company ("Company Directors"), three of
whom are designated by Odyssey ("Odyssey Directors"), with the
remaining two Directors selected by a majority of the Company
Directors and the Odyssey Directors. It is anticipated that Mr.
Loemker will serve as Chairman of the Board of Directors and
until a suitable replacement can be obtained, as the initial
chief executive officer of Monarch. The Company and Odyssey have
agreed that Mr. Loemker will not be considered a Company or
Odyssey director. Substantially all significant corporate
actions of the Buyer will require the approval of a majority of
the Buyer's Board of Directors, including the affirmative vote of
at least two of the Company Directors and at least two of the
Odyssey Directors.
The Stockholders' Agreement provides that during calendar
year 1997 the Company and Odyssey shall each have the single
-2-<PAGE>
<PAGE>
right to offer to sell all but not less than all of their
respective shares of the Buyer to the other. If the parties are
unable to agree upon the terms of sale for the shares offered,
the offering party may place the Buyer up for sale.
At anytime commencing January 1, 1998, independent of the
rights set forth in the previous paragraph, the Company and
Odyssey shall have the right, exercisable on one occasion each,
to offer to sell all of their respective shares of the Buyer to
the other. The Stockholders' Agreement provides that the terms of
sale of the shares shall be established by up to three different
appraisers, if necessary. If the offering party does not agree
with the final appraised value, the Buyer must be placed up for
sale.
On one occasion on or after July 1, 1999, the Company shall
have the right to purchase all but not less than all of Odyssey's
shares of the Buyer. The Stockholders' Agreement provides that
the terms of the Company's offer to buy Odyssey's shares shall be
established by up to three different appraisers if necessary. If
the Company does not agree with the final appraised value, the
Buyer must be placed up for sale.
Any sale of the Buyer pursuant to the aforementioned
conditions shall take place under the directions of the Board of
Directors. Neither the Company nor Odyssey shall have the right
to acquire Buyer if it is so placed up for sale without the
consent of both.
The Company has agreed that in the event the acquisition of
Monarch is not consummated, it will bear 50% of the fees incurred
by or on behalf of the Buyer, including but not limited to legal
and accounting fees of Buyer, certain commitment fees to be paid
to financial institutions with respect to financing the
acquisition of and the ongoing operation of Monarch, and such
financial institutions' legal fees. The Company estimates that
its share of such fees, through June 30, 1995, will approximate
$1.2 million.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
None.
-3-<PAGE>
<PAGE>
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 thereunto duly authorized.
PAXAR Corporation
Registrant
Dated: June 22, 1995 By:/s/ Jack R. Plaxe
_________________
Jack R. Plaxe,
Vice President and
Chief Financial Officer
-4-<PAGE>
