PAXAR CORP
8-K, 2000-01-07
COMMERCIAL PRINTING
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<PAGE>   1
                                  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 28, 1999
                                                        -----------------


                                Paxar Corporation
                                -----------------
             (Exact name of registrant as specified in its charter)


   New York                           0-5610                 13-5670050
   --------                           ------                 ----------
(State or Other Jurisdiction  (Commission File Number) (IRS Employer Ident. No.)
      of Incorporation)


             105 Corporate Park Drive, White Plains, New York 10604
             ------------------------------------------------------
               (Address of Principal Executive Offices)  (Zip Code)


                                 (914) 697-6800
               --------------------------------------------------
               Registrant's telephone number, including area code











<PAGE>   2




Item 5.  Other Events.
         -------------

         On December 28, 1999, the Registrant announced that it had entered
into a letter of intent to acquire Bornemann & Bick Group as described in
Exhibit  99.1.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits.

         99.1     Press Release.



<PAGE>   3



                                    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 thereunto duly authorized.


                                                       PAXAR CORPORATION
                                                       (Registrant)



Date: January 7, 2000                                  By:/s/Robert S. Stone
                                                          ----------------------
                                                             Robert S. Stone
                                                       Vice President, General
                                                       Counsel and Secretary





<PAGE>   4




                                  EXHIBIT INDEX

Exhibit No.       Description
- -----------       -----------
99.1              Press Release





<PAGE>   1


EXHIBIT 99.1

         NEWS RELEASE







         PAXAR CORPORATION                           For additional information,
         105 Corporate Park Drive                    contact:

         White Plains NY 10604                       Jack Plaxe
         914 697-6800 Fax 914 697-6893               Senior Vice President
                                                     And Chief Financial Officer
                                                     914 697-6814

For Immediate Release

             PAXAR ANNOUNCES PLAN TO ACQUIRE BORNEMANN & BICK GROUP
           Acquisition to Provide Strategic Market Presence in Germany

WHITE PLAINS, NY, DECEMBER 28, 1999--PAXAR CORPORATION (NYSE: PXR) today
announced that it has signed a letter of intent to acquire the Bornemann & Bick
("B&B") group of companies in an all-cash transaction. Completion of the
transaction, which is subject to the execution of a definitive agreement, is
expected to occur late in the first quarter of 2000. Other terms of the
transaction have not been disclosed.

B&B, a private company headquartered in Germany, is a leading manufacturer of a
broad range of apparel identification products and a major producer of woven
label products in Europe. Established in 1926, B&B has developed a global
manufacturing and sales presence with wholly owned operations in Germany, Hong
Kong, China, Turkey and Poland, and joint ventures in India, Italy and Spain.
Total annual sales for the B&B group approximate $60 million. Current
management, under Gerhard Bornemann and his sons, Ulrich and Georg, will remain
in their present capacities and continue to run the day-to-day operations of
B&B.

Arthur Hershaft, Chairman and Chief Executive Officer of Paxar, stated, "The
acquisition of B&B will enhance Paxar's strategic positioning in Europe by
providing a very strong presence in Germany with both apparel manufacturers and
retailers. In addition, we will be able to leverage B&B's manufacturing
capabilities in China, Turkey and India, which are major apparel sourcing
countries for Paxar's existing European customers and many of our U.S.
customers."

Mr. Hershaft continued, "The acquisition will fit seamlessly into Paxar's
already extensive global operations and is expected to be accretive from day
one. B&B has become highly successful in a competitive market environment and
has a strong focus in providing quality products to its clients. I am delighted
that the Bornemanns have decided to merge their business with Paxar's. Their
leadership and entrepreneurial drive have been and will continue to be of great
importance to the development of the business."


<PAGE>   2


Page 2.

Mr. Gerhard Bornemann said, "I have watched the development of Paxar's global
business with great admiration. While B&B has expanded globally in order to
serve our customers, it has become apparent to me that there are many benefits
to be gained by joining Paxar. Paxar has the product range, the global presence
and the financial resources necessary to compete successfully throughout the
world's markets. I am especially impressed with Paxar's strategy to become a
solutions provider to its apparel manufacturing and retailing customers. This
value-added proposition will help the combined companies solidify their position
as a preeminent supplier to those industries."

Paxar is the world leader in apparel identification and a leading provider of
identification and tracking solutions to customers across the retail supply
chain and selective markets.

Statements in this release about the future outlook related to Paxar Corporation
involve a number of factors affecting the Company's business and operations that
could cause actual future results to differ materially from those contemplated
by forward-looking statements. Forward-looking statements include those
indicated by words such as "expect". Affecting factors include general economic
conditions and the performance of the Company's operations within its prevailing
business markets around the world, as well as other factors set forth in Paxar's
1998 Form 10-K Annual Report.

 For more information on Paxar, phone the Investor Relations Dept.: 914-697-6814
                  or visit our company's website: www.paxar.com


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