PAXAR CORP
8-K, 2000-02-17
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): February 8, 2000
                                                         ----------------

                                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 February 9, 2000, the Registrant announced its agreement to sell
92.5% of its International Imaging Materials, Inc. subsidiary to Centre Capital
Investors III, L.P. and related partnerships as described in the Press Release
attached to this Form 8-K as Exhibit 99.1.

          (c) Exhibits.

         99.1     Press Release of Paxar Corporation, dated February 9, 2000.

                                    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: February 16, 2000                             By:/s/ Jack Plaxe
                                                       ----------------------
                                                       Jack Plaxe
                                                       Senior Vice President and
                                                       Chief Financial Officer




                                       3



<PAGE>   3




                                  EXHIBIT INDEX
                                  -------------

Exhibit No.                        Description
- -----------                        -----------

    99.1             Press Release of Paxar Corporation, dated February 9, 2000.










































                                      4






<PAGE>   1
                           News Release


- --------------------------------------------------------------------------------
PAXAR


         PAXAR CORPORATION                          For additional information,
         105 Corporate Park Drive                   contact:
         White Plains NY 10604                      BOB POWERS
         914 697-6800 Fax 914 697-6893              Director, Investor Relations
                                                    914 697-6862

For Immediate Release


        PAXAR ANNOUNCES AGREEMENT TO SELL INTERNATIONAL IMAGING MATERIALS

WHITE PLAINS, NY, FEBRUARY 9, 2000 - PAXAR CORPORATION (NYSE: PXR) today
announced that it has entered into a definitive agreement to sell 92.5% of its
International Imaging Materials, Inc. ("IIMAK") subsidiary to Centre Partners
for a total consideration of $127.5 million, which includes $120 million in cash
and $7.5 million of IIMAK preferred stock. The transaction is subject to the
satisfaction of customary closing conditions, including financing and federal
antitrust approval. The transaction will be consummated as soon as such
conditions are satisfied, which is expected to occur by the end of the first
quarter.

IIMAK, the largest producer of thermal transfer ribbons in the United States,
was acquired by Paxar in October 1997. The sale of IIMAK will result in an
after-tax gain of approximately $39 million or $0.84 per share.

Arthur Hershaft, Paxar's Chairman and Chief Executive Officer, said, "We believe
that IIMAK can better pursue its growth initiatives as an independent company.
However, IIMAK will continue to work with Paxar very closely on proprietary
developments. As a significant customer of IIMAK, we are delighted to retain a
7.5% equity ownership position. The sale reflects our desire to focus our
resources on the growth of our core apparel identification and bar code
solutions businesses."

Mr. Hershaft continued, "The proceeds of this sale will be used for debt
repayment, share repurchases and strategic acquisitions."

Mr. David Golub, Managing Director of Centre Partners, said, "We are very
excited about the acquisition of IIMAK, and we are convinced that it has the
management, the technology, and the competitive position to be highly successful
in the years ahead."

                                     -more-


<PAGE>   2

Mr. Richard Marshall, President of IIMAK, said, "This is a very important
transition for IIMAK. Paxar has been an integral part of IIMAK's development as
a global company and will remain a valued customer. Centre Partners has a
terrific history of working with companies like IIMAK, and we are eager to
pursue our strategic plan with them."

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 industrial 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. 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 WEB SITE:
                                  www.paxar.com


                                       ###



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