<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 1999
CARAUSTAR INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
North Carolina 0-20646 58-1388387
- ---------------------------- ------------------------ ------------------------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of Incorporation)
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3100 Washington Street
Austell, Georgia 30106
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(Address of Principal Executive Offices)
(Zip Code)
(770) 948-3101
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or address, if changed from last report)
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Item 5. Other Events.
Caraustar Industries, Inc. issued press releases on April 20, 1999 (a
copy of which is attached as Exhibit 99.1) and May 10, 1999 (a copy of which is
attached as Exhibit 99.2), the contents of which are incorporated herein by
reference.
Item 7. Exhibits.
The following exhibits are filed as part of this report.
Exhibit 99.1 -- Press release dated April 20, 1999
Exhibit 99.2 -- Press release dated May 10, 1999
2
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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 hereunto duly authorized.
Date: May 13, 1999
CARAUSTAR INDUSTRIES, INC.
By: /s/ H. Lee Thrash, III
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H. Lee Thrash, III
Vice President and
Chief Financial Officer
3
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Exhibit Index
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<CAPTION>
Exhibit Exhibit No.
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<S> <C>
Press release dated April 20, 1999 99.1
Press release dated May 10, 1999 99.2
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4
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CARAUSTAR INDUSTRIES, INC.
DIVERSIFIED -- PACKAGING -- SOLUTIONS
[LOGO]
FOR IMMEDIATE RELEASE
APRIL 20, 1999
CONTACT: H. Lee Thrash, III
Chief Financial Officer
(770) 948-3101
CARAUSTAR INDUSTRIES, INC. ANNOUNCES
DEFINITIVE AGREEMENT TO ACQUIRE TENNECO PACKAGING'S
FOLDING CARTON BUSINESS
ATLANTA, Georgia - Caraustar Industries, Inc. (NASDAQ-NMS Symbol: CSAR) today
announced that it has entered into a definitive agreement to acquire Tenneco
Packaging Inc.'s (Tenneco) folding carton business. Tenneco's folding carton
business consists of five state-of-the-art folding carton plants located in
Mentor, Ohio; Grand Rapids, Michigan; St. Louis, Missouri; Denver, Colorado;
and Salt Lake City, Utah, along with five strategically located sales and
technical support centers. The completion of the transaction is subject to
various conditions, including the expiration or early termination of the
waiting period under the Hart-Scott-Rodino Act. Closing is expected to occur on
or about May 20, 1999.
The Tenneco folding carton business had sales of $106.1 million in 1998 and
consumed approximately 64 thousand tons of paperboard, of which approximately
37 thousand tons was recycled paperboard. With the addition of Tenneco's
folding carton business, Caraustar's 1998 sales of cartons and custom packaging
would have been $284.3 million with a folding carton market share of
approximately 4.7 percent.
James L. Walden, vice president, carton and custom packaging for Caraustar,
said, "The addition of the Tenneco carton business brings to Caraustar a number
of exciting new products and product innovation opportunities. The business has
a proven track record, a dynamic management team, well-equipped facilities and
geographic coverage that fit well with Caraustar's growth plans in the folding
carton business. Their strong customer base in growing niche markets, supported
by continuous product development and innovation, will enhance our ability to
deliver value to our customers and our company."
- more -
Phone 770 - 948 - 3101 -- P. O. Box 115 -- Austell, GA 30168
3100 Washington Street -- Austell, GA 30106
<PAGE> 2
Page 2
April 20, 1999
This press release contains certain "forward-looking statements," within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The words "expect," "will," "would" and
similar expressions may identify such forward-looking statements. These
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in such forward-looking
statements. Among the key factors that could cause such results to vary include
Caraustar's ability to complete acquisitions and integrate the operations of
acquired businesses, fluctuations in raw material prices and the economy in
general, the degree and nature of competition, demand for Caraustar's products,
changes in governmental regulations and numerous other factors discussed in
Caraustar's filings with the Securities and Exchange Commission.
Caraustar Industries, Inc., a packaging company, is one of the largest and
lowest-cost manufacturers and converters of recycled paperboard and packaging
products. The company has maintained its industry low-cost status through
diversification and integration from raw materials to finished products.
Caraustar is the only major producer of recycled boxboard products that serves
all four of the principal markets: tubes, cores and cans; folding cartons;
gypsum wallboard facing paper; and miscellaneous "other specialty" and
converted products. Caraustar currently has 89 operations located in the United
States, Canada, Mexico and the United Kingdom.
More information about Caraustar is available at http://www.caraustar.com - our
new web site on the Internet.
###
<PAGE> 1
CARAUSTAR INDUSTRIES, INC.
DIVERSIFIED -- PACKAGING -- SOLUTIONS
[LOGO]
FOR IMMEDIATE RELEASE
MAY 10, 1999
CONTACT: H. Lee Thrash, III
Chief Financial Officer
(770) 948-3101
CARAUSTAR, TEMPLE-INLAND ANNOUNCE AGREEMENT
ON JOINT VENTURE
ATLANTA, Georgia - Caraustar Industries, Inc. (NASDAQ-NMS Symbol: CSAR) and
Temple-Inland Inc., have agreed to form a new company, Premier Boxboard Limited
(PBL) LLC, to own and operate Temple-Inland's containerboard mill in Newport,
Indiana. The mill is currently operated by Inland Paperboard and Packaging,
Inc. (Inland), a wholly owned subsidiary of Temple-Inland Inc. The agreement
follows completion of a four-month joint engineering study to determine the
feasibility of converting the Newport mill to production of a new, lightweight
gypsum facing paper.
Beginning immediately, Temple-Inland and Caraustar will undertake a 14-month,
$70 million project to modify the mill to produce the new gypsum paper. The
mill also will maintain its current production capabilities for corrugating
medium and linerboard.
In finalizing the agreement, Thomas V. Brown, president and chief executive
officer, said, "The marriage between Caraustar and Temple-Inland Inc. in
rebuilding the Newport mill, using the latest in multi-ply Fourdrinier
technology, creates a premier product for the wallboard industry in a most
timely and cost effective way. We look forward to a long and very successful
relationship with Temple-Inland."
Inland chairman and CEO, William B. Howes, said, "The new venture will fit well
with Temple-Inland's strategy to balance mill assets by lowering its
containerboard capacity, thereby increasing its level of integration. Further,"
Howes added, "this project diversifies our product line, an important step in
improving our return on investment."
Caraustar will manage the new company and market the gypsum facing paper and
other non-containerboard products. Inland will continue to market
containerboard produced at Newport.
Under the agreement, Premier Boxboard will retain the current Inland employees
at the Newport mill. Other terms of the agreement were not disclosed.
This press release may contain certain "forward-looking statements," within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of
Phone 770 - 948 - 3101 -- P. O. Box 115 -- Austell, GA 30168
3100 Washington Street -- Austell, GA 30106
<PAGE> 2
1934, that represent the company's expectations, anticipations or beliefs. For
this purpose, any statements that are not statements of historical fact may be
deemed to be forward-looking statements. These statements involve risks and
uncertainties that could cause actual results to differ materially depending on
a variety of important factors, including, but not limited to, fluctuations in
raw material prices and the economy in general, the degree and nature of
competition, demand for the company's products, changes in government
regulations and the company's ability to complete acquisitions and successfully
integrate the operations of acquired businesses. Additional relevant risk
factors that could cause actual results to differ materially are discussed in
the company's registration statements and reports filed with the Securities and
Exchange Commission, which are available from the company. These documents also
may be examined at public reference facilities maintained by the Securities and
Exchange Commission or, to the extent filed via EDGAR, accessed through the Web
Site of the Securities and Exchange Commission (http://www.sec.gov).
Temple-Inland Inc., based in Diboll, Texas, is a major manufacturer of paper,
corrugated packaging and building products, with financial services operations
in mortgage and consumer banking. Its common stock is traded on the New York
and Pacific Exchanges under the symbol TIN.
Caraustar Industries, Inc., a packaging company, is one of the largest and
lowest-cost manufacturers and converters of recycled paperboard and packaging
products. The company has maintained its industry low-cost status through
diversification and integration from raw materials to finished products.
Caraustar is the only major producer of recycled boxboard products that serves
all four of the principal markets: tubes, cores and cans; folding cartons;
gypsum wallboard facing paper; and miscellaneous "other specialty" and
converted products. Caraustar currently has 93 operations located in the United
States, Canada, Mexico and the United Kingdom.
More information about Caraustar is available at http://www.caraustar.com - our
new web site on the Internet.
###
