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 15, 1997
BELL & HOWELL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
001-13746 36-3875177
(Commission File Number) (I.R.S. Employer Identification
Number)
5215 Old Orchard Road 60077-1076
(Address of principal executive offices) (Zip Code)
(847) 470-7100
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On December 15, 1997, Bell & Howell Company completed a Plan of
Liquidation and Dissolution whereby Bell & Howell Company was
liquidated and dissolved (the "Liquidation"). Pursuant to the
Liquidation, each stockholder of Bell & Howell Company received
newly-issued shares of common stock of Bell & Howell Operating
Company, the wholly-owned subsidiary of Bell & Howell Company
("BHOC"), on a share-for-share basis in cancellation of the
common stock of Bell & Howell Company held by such stockholder.
BHOC shall be deemed to be the successor issuer under the
provisions of Rule 12g-3 under the Securities Exchange Act of
1934, pursuant to the Liquidation.
In connection with the Liquidation, the name of BHOC was changed
to "Bell & Howell Company," BHOC common stock was listed on the
New York Stock Exchange and all current officers and directors of
Bell & Howell Company were elected to identical positions of
BHOC.
No new physical stock certificates were distributed in connection
with the distribution of common stock of BHOC pursuant to the
Liquidation. Instead, each existing stock certificate
representing common stock of Bell & Howell Company represents, as
of the effective date of the Liquidation, an equal number of
shares of common stock of BHOC (whose name was changed to Bell &
Howell Company pursuant to the Liquidation).
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.
BELL & HOWELL COMPANY
By: Stuart T. Lieberman
Dated: December 23, 1997
