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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-20231
SPECIALTY PAPERBOARD, INC.
(Exact name of registrant as specified in its charter)
Delaware 82-0429330
- ------------------------------------ -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Brudies Road, Brattleboro, Vermont 05302
(Address of principal executive offices including zip code)
(802) 257-0365
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [_] No.
The number of outstanding shares of the registrant's Common Stock, $0.001 par
value, was 4,034,117 as of June 30,1996.
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SPECIALTY PAPERBOARD. INC.
INDEX
Page Number
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Part II OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K 3
SIGNATURES 4
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PART II. OTHER INFORMATION
Page
----
Item 6: Exhibits and Reports on Form 8-K:
I. Exhibits:
Exhibit 10(1) Paper Procurement Agreement, effective 5
as of April 1, 1996 between the Company
Acco USA, Inc. and Acco Mexicana S.A.
de C.V.
Exhibit 11(2) Statement Regarding Computation Of Net
Earnings Per Share
II. Reports on Form 8-K: On April 22,1996, the Company filed a Form 8-K
describing the resignation of Coopers & Lybrand
as its independent accountants and the
engagement of KPMG Peat Marwick as its new
independent accountants with respect to the
Company's financial statements for the fiscal
year ending December 31, 1996.
(1) CONFIDENTIAL TREATMENT has been requested for portions
of this document. "[*]" indicates portions of text that
have been omitted. A separate filing of such omitted text
has been made with the Commission as part of Registrant's
Application for Confidential Treatment.
(2) Previously Filed.
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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, thereunto duly authorized.
SPECIALTY PAPERBOARD, INC.
Dated: September 20, 1996
/s/ BRUCE MOORE
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Bruce Moore, Vice President,
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer)
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[LOGO APPEARS HERE]
SPECIALTY
PAPERBOARD
Brudies Road . P.O. Box 498 . Brattleboro, VT 05302 USA .
Tel: 802/257-0365 . FAX: 802/257-5900
PAPER PROCUREMENT AGREEMENT
THIS AGREEMENT, effective as of the first day of April 1996, ("Effective Date"),
is by and between SPECIALTY PAPERBOARD, INC., acting through its Pressboard
Products Division, a Delaware corporation (hereinafter "SPI"); and ACCO USA,
INC., a Delaware corporation (hereinafter "ACCO USA"), specifically on behalf of
its Ogdensburg, NY facility and the Nogales, Mexico facility of its wholly-owned
subsidiary, Industrial de Carpetas Mexicana, S.A., a Mexican corporation; and
ACCO Mexicana S.A. de C.V., a Mexican corporation (hereinafter ACCO MEX");
(collectively "ACCO").
WHEREAS, SPI desires to supply certain grades of paperboard needed in the
manufacturing process employed by ACCO; and
WHEREAS, SPI desires a commitment as to time and quantity from ACCO in order to
facilitate manufacturing scheduling; and
WHEREAS, ACCO desires to purchase grades of paperboard from SPI; and
WHEREAS, ACCO is willing to accept certain quantity commitments in order to
share the economic benefits of manufacturing;
NOW, THEREFORE, in consideration of the premises and of the obligations and
promises contained herein, SPI and ACCO hereby agree to wit:
1. DEFINITIONS. For purposes of this Agreement, the following words and
phrases shall have the indicated meaning:
A. "PAPER" shall mean such grades of paperboard manufactured by SPI made
from virgin chemical pulp and/or recycled paperboard.
B. "TERM" shall mean the period of time during which this Agreement is in
effect.
C. "CONTRACT YEAR" shall mean the period from April 1, 1996 of each year
until March of the next year during the TERM.
D. "GROUP I PRODUCTS" shall mean [*
] and other grades as designated.
E. "GROUP II PRODUCTS" shall mean all other products purchased by ACCO
not stated above (1D) and others as developed.
CONFIDENTIAL TREATMENT REQUESTED
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2. OBLIGATION OF PURCHASE AND SALE. During each CONTRACT YEAR, SPI shall sell
and deliver to ACCO, [* ]
[* ], no more than [ ], in the aggregate, of
PAPER. If ACCO desires, during the term of this Agreement, to buy more
than [*
] of PAPER per [* ] it will so notify SPI, and SPI
will determine whether it is feasible to expand its production capacity
sufficiently to meet such increase. SPI shall advise ACCO by written notice
within fifteen (15) days of such notice [* ] as to whether
it commits to meet such increase. SPI's obligation to sell ACCO more than
[* ] of PAPER annually is expressly conditioned upon receipt of such
notice from ACCO and SPI's determination that it is feasible to meet such
increase. During each CONTRACT YEAR, ACCO may request SPI to supply [*
], and SPI may, at its election, supply some or all of such
[* ] requested. If SPI elects to supply some or all of
such [* ] requested by ACCO, [*
], and all
other terms and conditions of such purchase and sale shall be controlled by
this Agreement.
3. TERM. This Agreement shall begin on April 1, 1996, and expire at 11:50 p.m.
EST, March 31, 1998. This Agreement may be extended in the following
manner: either party may notify the other in writing of its desire to
continue the Agreement no sooner than one hundred twenty (120) days and no
later than ninety (90) days prior to expiration date. If the other party
indicates, in writing, acceptance of the continuation no later than fifteen
(15) days after receipt of the notice, the Agreement shall continue under
the same terms and conditions. If the other party does nothing or indicates
rejection of the continuation, the Agreement shall expire on the expiration
date.
4. PRICE. The price for each grade of PAPER purchased and sold hereunder shall
be [*
]. SPI shall notify ACCO [*
]at least ninety (90) days prior [*
].
5. TERMS OF DELIVERY. Delivery shall be F.O.B. SPI mill unless otherwise
agreed to by both parties.
6. TERMS OF PAYMENT. The terms of payment shall be standard SPI terms [*
].
7. WARRANTY AND LIMITATION OF LIABILITY. SPI warrants unto ACCO that it will
convey good and merchantable title to ACCO for all PAPER sold hereunder,
and that the PAPER will meet the specifications that may be established and
agreed upon by both ACCO and SPI from time to time. THE FOREGOING WARRANTY
IS SPI'S SOLE AND EXCLUSIVE WARRANTY HEREWITH AND SHALL BE IN LIEU OF ALL
OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
SPI does not warrant that any grade of PAPER sold hereunder will
CONFIDENTIAL TREATMENT REQUESTED
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possess any particular properties or characteristics or meet any specific
testing after additional manufacturing by ACCO except insofar as such
specifications contemplate. Unless otherwise agreed in this Agreement or
the Exhibits hereto, SPI's liability for breach of warranty shall be
limited to replacement of all defective PAPER. Under no circumstances will
SPI be liable for any consequential damages for breach of this provision.
8. CLAIMS PROCEDURES. Shall be as mutually agreed upon.
9. ORDER PLACEMENT AND SCHEDULING. Shall be as mutually agreed upon.
10. [* ]
A. [*
]
1. [*
]
2. [*
]
3. [*
]
4. [*
]
B. [*
]
1. [*
]
2. [*
CONFIDENTIAL TREATMENT REQUESTED
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[*
]
3. [*
]
4. [*
]
5. [*
]
6. [*
]
7. [*
]
8. [*
]
9. [*
]
10. [*
CONFIDENTIAL TREATMENT REQUESTED
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[*
]
11. [*
]
11. [* ]
[*
]
[*
]
12. [* ]
[*
]
[*
]
13. [* ]
[*
]
CONFIDENTIAL TREATMENT REQUESTED
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14. DEFAULT.
A. Payment of Money. If ACCO shall fail to pay SPI any sum of money
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pursuant to the terms of this Agreement, SPI, upon fifteen (15) days
written notice, may:
1. Suspend performance of this Agreement until all sums owing have
been paid in full; or
2. Make all further shipments subject to payment of cash in advance
of cash against documents of title; or
3. If such sum exceeds [* ] and is
unrelated to a quality problem and is not paid within thirty (30)
days after the notice, SPI may cancel this Agreement; or
4. Pursue any remedy to which it may be entitled by relevant law for
such breach.
5. The foregoing remedies for nonpayment are intended to be
cumulative and nonexclusive.
B. Other Defaults. If either party shall commit any material breach of
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its obligations hereunder, the other party may give the party in
breach written notice specifying the nature and details of such
breach. If the breach complained of is not cured within ninety (90)
days after such notice, the party giving such notice may, by written
notice to the party in breach, terminate this Agreement effective upon
the date of such notice. Termination pursuant to this paragraph shall
not be construed to limit the terminating party's right to obtain a
damage remedy for such breach.
15. BANKRUPTCY, RECEIVERSHIP, ETC. If either party is adjudicated as bankrupt
or files a petition for voluntary bankruptcy or a voluntary petition under
the Bankruptcy Act, as from time to time amended, or makes a general
assignment for the benefit of creditors or a composition of creditors or
consents to the appointment of a receiver of itself or of a substantial
part of its property, or if an order or decree is entered by any court of
competent jurisdiction appointing a receiver of either party and such
receiver is not discharged within thirty (30) days from the date of his
appointment, or if a petition under any Chapter of the Bankruptcy Act, as
from time to time amended, is filed against either party and approved by a
court as having been properly filed, and if not dismissed within thirty
(30) days after such approval, or if any judicial proceedings by any person
other than a party of this Agreement, a substantial part of either party's
property shall be attached or seized under any legal process and shall not
be released or discharged therefrom by giving bond or otherwise within
thirty (30) days thereafter, then and in any such event the other party may
terminate this Agreement.
16. FORCE MAJEURE. In the event that either party is prevented from or delayed
in performing any of its obligations hereunder by reason of fire, flood,
wind damage, earthquake, or other Act of God, labor dispute, civil
disturbance, act of war, the
CONFIDENTIAL TREATMENT REQUESTED
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regulation, order, or request of any governmental entity or lack of raw
material, labor, fuel, energy, or transportation beyond the control of such
party, or by reason of any other cause beyond the control of such party, it
shall be excused from performing the obligations so prevented or delayed
fro the period of such prevention or delay; provided, however, that if in
consequence of any such cause, the total demands for PAPER and other
products normally produced by SPI's mills normally producing PAPER cannot
be supplied by SPI from such mills, SPI may allocate the production of such
mills, if any, among its then current customers and its internal users in
proportion to the quantity each customer or internal users purchased during
the calendar quarter preceding the quarter in which allocation began.
Neither party shall be required by reason of this Agreement to operate its
business during any labor dispute nor by reason of this Agreement to settle
any labor dispute.
17. [* ]
A. [*
]
B. ACCO has the right to immediately seek cover as a result of any
default by SPI under Section 14 B, or force majeure under Section 16.
C. In the event performance by SPI is prevented due to any force majeure
under Section 16 for more than ninety (90) days, ACCO shall have the
option to extend the time of resumption of performance, or terminate
this Agreement.
18. Any notice given pursuant to the provisions of this Agreement of relevant
law shall be deemed given three (3) days after deposited in the United
States Mail, postage paid, registered, and return receipt requested, or one
(1) day after deposited, prepaid, with a receipted overnight delivery
service, in each case directed to the address set forth below or such other
address as each party may from time to time designate in writing:
1. If to ACCO: ACCO USA, Inc.
South ACCO Plaza
Wheeling, IL 60090
Attn: President
and
ACCO Mexicana S.A. de C.V.
Circuito de la Industria
Norte No. 6, Lerma, Mexico
Attn: President
CONFIDENTIAL TREATMENT REQUESTED
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2. If to SPI: SPECIALTY PAPERBOARD, INC.
Pressboard Products Division
Brudies Road
Brattleboro, VT 05301
Attn: President
19. WAIVER. The failure of either party to insist on strict performance of the
other party's obligation hereunder on one or more occasions shall not be
construed to limit the waiving party's right to insist upon strict
performance of such obligation in the future nor shall it be construed as a
waiver of any other provisions or obligation of this Agreement.
20. ASSIGNMENT. Neither party shall make any assignment of this Agreement or
any of its rights hereunder without the prior written consent of the other
party. Any assignment attempted without such consent shall be voidable by
the non-assigning party.
21. GOVERNING LAW. The performance and construction of this Agreement shall be
governed by the substantive laws of the State of Illinois.
22. MODIFICATIONS. This Agreement shall be modified only in writing signed by
the parties. Any purchase order, acknowledgment, release form, or other
document used to place or accept specific orders for PAPER or to submit any
estimate of quantities desired in the future shall be used solely for the
purpose of specifying quantities and grades desired and shall not be
construed as adding to, deleting from, or modifying the terms of this
Agreement.
23. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and merges and
replaces all prior negotiations, representations, promises and agreements
with respect to such subject matter.
IN WITNESS HEREOF, each party intending to be legally bound hereby, has caused
this Agreement to be executed by a duly authorized representative corporation on
the date set forth below.
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<S> <C>
SPECIALTY PAPERBOARD, INC. ACCO USA, INC.
BY: /s/ Stephen A. Steidle BY: /s/ David Graham
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TITLE: V.P. and General Sales Manager TITLE: Director of Purchasing
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DATE: July 9, 1996 DATE: July 12, 1996
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ACCO MEXICANA S.A. DE C.V.
BY: /s/ David Campbell
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TITLE: Senior Vice President
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DATE: 7/12/96
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