<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVERY DENNISON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1492269
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(626) 304-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT G. VAN SCHOONENBERG, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AVERY DENNISON CORPORATION
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(626) 304-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S AGENT FOR SERVICE)
COPY TO
ROBERT A. KOENIG, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[_] ______________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_] _________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
PER UNIT(1) OFFERING PRICE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value..... 495,740 $39.1875 $19,426,811.25 $5,887
Preferred Share Purchase Rights... 495,740(2) (2) (2) $100(2)
===================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"). Based on the market value of the Common
Stock (which is the average of the high and low prices of the Common Stock
reported on the New York Stock Exchange on October 27, 1997).
(2) Rights are attached to and trade with the Common Stock. The value
attributable to such Rights, if any, is reflected in the market price of the
Common Stock. Fee paid represents the minimum statutory fee pursuant to
Section 6(b) of the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER 28, 1997
AVERY DENNISON CORPORATION
495,740 SHARES OF COMMON STOCK
This Prospectus relates to 495,740 shares of common stock, par value $1.00
per share (the "Common Stock"), of Avery Dennison Corporation (the "Company")
that may be offered and sold by the Company. The shares of Common Stock that
may be offered and sold hereunder (the "Shares") are held in the name of
Wachovia Bank, N.A., as trustee (the "Trustee") of the trust (the "Trust")
established under the Avery Dennison Corporation Capital Accumulation Plan (the
"CAP"). The Shares will be sold from the Trust to third parties in open-market
transactions. The CAP is an employee benefit plan that has been adopted by the
Company in order to afford its key management employees and non-employee
directors the opportunity to defer the realization of gain from the exercise of
non-qualified stock options held by such persons. The CAP and Trust constitute
an unfunded and unsecured arrangement, and Trust assets are subject to the
claims of the Company's general creditors under federal and state law in the
event of the Company's insolvency.
The Common Stock may be sold from time to time in open-market transactions
at market prices prevailing at the time of the sale. The proceeds of such sales
will be held by the Trustee for the purposes specified in the Trust, namely to
provide the Company a source of funds to assist it in meeting its liabilities
under the CAP. See "Use of Proceeds."
The last reported sale price of the Common Stock on the New York Stock
Exchange Composite Tape on October 27, 1997 was $38.25 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
All expenses of the offering will be borne by the Company. It is estimated
that such expenses to be borne by the Company, including accounting and legal
fees, will approximate $16,000.
The date of this Prospectus is ____________, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048; and Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials can be obtained from the Public Reference Branch of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates, or may be examined without charge at the offices
of the Commission or accessed through the Commission's Internet address at
http://www.sec.gov. Such material can also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and the
Pacific Stock Exchange Incorporated, 301 Pine Street, San Francisco, California
94104, on which exchanges the Company's common stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits, referred to as the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the rules
and regulations of the Commission, and reference is hereby made to the
Registration Statement for further information with respect to the Company and
the Common Stock offered hereby. Any statements contained herein concerning the
provisions of any documents are not necessarily complete, and, in each instance,
reference is made to such copy filed as a part of the Registration Statement or
otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference. The Registration Statement may be inspected without
charge at the office of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained from
the Commission at prescribed rates, or may be examined without charge at the
offices of the Commission or accessed through the Commission's Internet address
at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's (i) Annual Report on Form 10-K for the fiscal year ended
December 28, 1996; (ii) Quarterly Report on Form 10-Q for the quarter ended
March 29, 1997; (iii) Quarterly Report on Form 10-Q for the quarter ended June
28, 1997; and (iv) description of capital stock contained in the Company's
Registration Statement on Form 8-A (No. 001-07685) filed with the Commission on
October 24, 1997 are incorporated in and made a part of this Prospectus.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in any subsequently filed
document deemed to be incorporated herein or contained in the accompanying
Prospectus Supplement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or this
Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the request of any such person, a copy of any
or all of the documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Requests for such copies
should be directed to the Secretary, Avery Dennison Corporation, 150 North
Orange Grove Boulevard, Pasadena, California 91103; telephone (818) 304-2000.
2
<PAGE>
THE COMPANY
The principal business of the Company is the production of self-adhesive
materials. Some of these materials are "converted" into labels and other
products through embossing, printing, stamping and die-cutting, and some are
sold in unconverted form as base materials, tapes and reflective sheeting. The
Company also manufactures and sells a variety of office products and other items
not involving pressure-sensitive components, such as notebooks, three-ring
binders, organizing systems, felt-tip markers, glues, fasteners, business forms,
tickets, tags and a diversified line of labeling systems and imprinting
equipment.
The Company manufactures and sells these products from 200 manufacturing
facilities and sales offices located in 36 countries, and employs approximately
16,500 persons worldwide. Its principal corporate offices are located at 150
North Orange Grove Boulevard, Pasadena, California 91103 (telephone: (818) 304-
2000).
The Company was founded in 1935 by R. Stanton Avery, the Founder and
Chairman Emeritus, incorporated in California in 1946 and reincorporated in
Delaware in 1977. On October 16, 1990, a wholly owned subsidiary of the Company
merged into Dennison Manufacturing Company ("Dennison"), Dennison became a
wholly owned subsidiary of the Company, and the Company changed its name from
Avery International Corporation to Avery Dennison Corporation. References
herein to the "Company" are to Avery Dennison Corporation and its subsidiaries,
unless the context otherwise requires.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock will be held by the
Trustee for the purposes specified in the Trust, namely to provide the Company a
source of funds to assist it in meeting its liabilities under the CAP. The CAP
and Trust constitute an unfunded and unsecured arrangement, and Trust assets are
subject to the claims of the Company's general creditors under federal and state
law in the event of the Company's insolvency.
PLAN OF DISTRIBUTION
The Company from time to time may offer and sell up to 495,740 Shares that
are held in the name of the Trustee under the Trust. Such sales will be made in
open-market transactions at market prices prevailing at the time of the sale.
The Trust may elect to engage a broker or dealer to effect sales, either as a
principal or agent in effecting block trades or through ordinary brokerage
transactions. In effecting sales, brokers and dealers engaged by the Trust may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts in amounts to be fixed pursuant to a schedule
or to be negotiated. Broker-dealers who acquire Shares as principal may
thereafter resell such Shares from time to time in transactions (which may
involve block transactions and sales to and through other broker-dealers) in the
open market or otherwise, at market prices prevailing at the time of the sale or
at negotiated prices and, in connection with such resales, may pay to or receive
from the purchasers of such Shares commissions as described above.
Any broker-dealers or agents that participate in sales of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the Shares purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act of 1933. The Company expects that Goldman, Sachs & Co. and/or
Reynders, Gray & Co., Incorporated will participate as broker-dealer in any
sales of Shares that are effected by way of ordinary brokerage transactions
through the facilities of any national securities exchange. In any such ordinary
brokerage transactions, such firms will receive customary commissions for their
services. There presently are no other arrangements or understandings, formal or
informal, pertaining to the distribution of the Shares.
3
<PAGE>
The Company has agreed to indemnify the Trustee and any underwriter of
Shares against certain liabilities, including liabilities under the Securities
Act of 1933.
The Company will pay all expenses incidental to this offering, and the
Trust will pay all expenses incidental to sale of the Shares to the public.
The Common Stock is quoted on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "AVY".
LEGAL OPINION
The validity of the Common Stock will be passed upon for the Company by
Latham & Watkins.
EXPERTS
The consolidated balance sheet of the Company as of December 28, 1996
and December 30, 1995, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended December 28, 1996, incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
4
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
PAGE
----
PROSPECTUS
Available Information........................................ 2
Incorporation of Certain Documents by Reference.............. 2
The Company.................................................. 3
Use of Proceeds.............................................. 3
Plan of Distribution......................................... 3
Legal Opinion................................................ 4
Experts...................................................... 4
================================================================================
================================================================================
495,740 SHARES
AVERY DENNISON CORPORATION
COMMON STOCK
PROSPECTUS
________________, 1997
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
Securities and Exchange Commission filing fee... $ 5,987
Printing and engraving fees and expenses........ 3,000
Legal fees and expenses......................... 5,000
Accounting fees and expenses.................... 2,000
Total................................. $15,987
=======
- ---------------
* All expenses are estimates except the Securities and Exchange Commission
filing fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation shall have the power, and in some cases is required,
to indemnify an agent, including an officer or director, who was or is a party
or is threatened to be made a party to any proceedings, against certain
expenses, judgments, fines, settlements and other amounts under certain
circumstances. Article VI of the Registrant's Bylaws requires indemnification
of the Registrant's officers and directors to the maximum extent permitted by
the Delaware General Corporation Law, and the Registrant maintains insurance
covering certain liabilities of the directors and officers of the Registrant and
its subsidiaries. The Registrant has also entered into contractual arrangements
with its directors and officers pursuant to which such persons may be entitled
to indemnity from the Registrant against certain liabilities arising from the
discharge of their duties in such capacities.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
4.1 Restated Articles of Incorporation (incorporated by reference to Proxy Statement dated
February 28, 1977 for Annual Meeting of Stockholders March 30, 1977; located in File
No. 0-225 at Securities and Exchange Commission, 450 5th St., N.W., Washington, D.C.)
4.1.1 Amendment to Certificate of Incorporation, filed April 10, 1984 with Office of Delaware
Secretary of State (incorporated by reference to 1983 Annual Report on Form 10-K)
4.1.2 Amendment to Certificate of Incorporation, filed April 11, 1985 with Office of Delaware
Secretary of State (incorporated by reference to 1984 Annual Report on Form 10-K)
4.1.3 Amendment to Certificate of Incorporation filed April 6, 1987 with Office of Delaware
Secretary of State (incorporated by reference to 1986 Annual Report on Form 10-K)
4.1.4 Amendment to Certificate of Incorporation filed October 17, 1990 with Office of
Delaware Secretary of State (incorporated by reference to Current Report on Form 8-K
filed October 31, 1990)
4.2 By-laws, as amended (incorporated by reference to Registration Statement on Form S-3
filed January 3, 1997)
4.5 Rights Agreement dated as of June 30, 1988 (incorporated by reference to Exhibit 1 to
Avery Dennison's Current Report on Form 8-K filed July 9, 1988).
5 Opinion of Counsel to the Company re: legality.
23.1 Consent of Counsel to the Company (included in Exhibit 5).
23A.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included in the signature page of this Registration Statement).
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" Table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pasadena, State of California, on this 23rd day of
October, 1997.
AVERY DENNISON CORPORATION
By: /s/ Thomas E. Miller
_______________________________________
Thomas E. Miller
Interim Chief Financial Officer
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Charles D. Miller, Philip M. Neal and Thomas E. Miller,
or any of them, as attorney-in-fact, with full power of substitution, to sign on
his or her behalf, individually and in such capacity stated below, and to file
any amendments, including post-effective amendments or supplements, to this
Registration Statement.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Charles D. Miller
_________________________ Chairman and Chief October 23, 1997
Charles D. Miller Executive Officer;
Director
/s/ Philip M. Neal
_________________________ President and Chief October 23, 1997
Philip M. Neal Operating Officer;
Director
/s/ Thomas E. Miller
_________________________ Interim Chief Financial October 23, 1997
Thomas E. Miller Officer, Vice President
and Controller
(Principal Financial and
Accounting Officer)
</TABLE>
S-1
<PAGE>
SIGNATURES (CONTINUED)
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dwight L. Allison, Jr.
__________________________ Director October 23, 1997
Dwight L. Allison, Jr.
/s/ John C. Argue
__________________________ Director October 23, 1997
John C. Argue
/s/ Joan T. Bok
__________________________ Director October 23, 1997
Joan T. Bok
/s/ Frank V. Cahouet
__________________________ Director October 23, 1997
Frank V. Cahouet
/s/ Richard M. Ferry
__________________________ Director October 23, 1997
Richard M. Ferry
/s/ Peter W. Mullin
__________________________ Director October 23, 1997
Peter W. Mullin
/s/ Sidney R. Petersen
__________________________ Director October 23, 1997
Sidney R. Petersen
/s/ John B. Slaughter
__________________________ Director October 23, 1997
John B. Slaughter
</TABLE>
S-2
<PAGE>
EXHIBIT 5
[LETTERHEAD OF LATHAM & WATKINS]
October 28, 1997
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103
Re: Avery Dennison Corporation Common Stock
par value $1.00 per share
-------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 (the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of 495,740 shares of Common Stock, par value $1.00 per
share (the "Shares"), to be sold by you from the trust (the "Trust") established
under the Avery Dennison Corporation Capital Accumulation Plan. We are familiar
with the proceedings undertaken in connection with the authorization and
issuance of the Shares. Additionally, we have examined such questions of law
and fact as we have considered necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon the sale of the Shares under the terms of the
Trust, such Shares will have been validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Latham & Watkins
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report, dated January 28, 1997, appearing on page 57 of the
Avery Dennison 1996 Annual Report to Shareholders and incorporated by reference
in the Annual Report on Form 10-K of Avery Dennison Corporation for the year
ended December 28, 1996, on our audits of the consolidated financial statements
of Avery Dennison Corporation; and of our report dated January 28, 1997,
appearing in the Annual Report on Form 10-K of Avery Dennison Corporation for
the year ended December 28, 1996, on our audits of the financial statement
schedules listed in the index on page S-1 of the Form 10-K. We also consent to
the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Los Angeles, California
October 28, 1997
