AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1997
REGISTRATION NO. 333-33123
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BELL & HOWELL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 3579 36-3875177
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
5215 OLD ORCHARD ROAD, SKOKIE, ILLINOIS 60077-1076
(847) 470-7660
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JAMES P. ROEMER
BELL & HOWELL COMPANY
5215 OLD ORCHARD ROAD, SKOKIE, ILLINOIS 60077-1076
(847) 470-7660
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
WILLIAM J. MCGRATH, P.C. KIRK A. DAVENPORT, ESQ.
McDermott, Will & Emery Latham & Watkins
227 West Monroe Street 885 Third Avenue
Chicago, Illinois 60606 New York, New York 10022
(312) 372-2000 (212) 906-1200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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, check the following box. / /
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. / /
THE REGISTRANT 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT BECOMES
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an estimate (except for the SEC Registration
Fee, NASD filing fee and New York Stock Exchange fee) of all expenses, payable
by the Company in connection with the issuance of the securities being
registered.
SEC Registration Fee . . . . . . . . . $ 43,561
NASD Filing Fee . . . . . . . . . . . . 14,875
Printing Costs . . . . . . . . . . . . 175,000
Accounting Fees and Expenses . . . . . 40,000
Printing and Engraving . . . . . . . . 5,000
New York Stock Exchange Fee . . . . . . 44,300
Legal Fees and Expenses (not including Blue Sky) 150,000
Blue Sky Fees and Expenses . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . 22,264
Total . . . . . . . . . . . . . . . . . $500,000
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
Exhibit
No. Description
*1.1 Underwriting Agreement by and among Bell & Howell Company and
Donaldson, Lufkin & Jenrette Securities Corporation, Bear, Stearns &
Co. Inc., Salomon Brothers Inc and Smith Barney Inc.
*3.1 Form of Amendment to Certificate of Incorporation of Bell & Howell
Company, as amended, Registration No. 33-59994.
*3.2 By-laws of Bell & Howell Company is incorporated herein by reference
to Exhibit 3.2 to Bell & Howell Company's Registration Statement on
Form S-1 as amended, Registration No. 33-63556.
*4.1 Form of 9 1/4% Senior Note due 2000 of Bell & Howell Company including
the form of notation relating to the Subsidiary Guarantee of Bell &
Howell Documail Systems Company, Bell & Howell Document Management
Products Company, Bell & Howell Publication Systems Company, Bell &
Howell Phillipsburg Company, University Microfilms Inc. and Bell &
Howell Mailmobile Company is incorporated herein by reference to
Exhibit 4.1 to Bell & Howell Company's Registration Statement on Form
S-1, as amended, Registration No. 33-63556
*4.2 Indenture dated as of June 21, 1993 between Bell & Howell Company,
Bell & Howell Documail Systems Company, Bell & Howell Document
Management Products Company, Bell & Howell Publication Systems
Company, Bell & Howell Phillipsburg Company, University Microfilms
Inc., Bell & Howell Mailmobile Company and The First National Bank of
Boston, as Trustee, relating to the 9 1/4% Senior Notes due 2000 of
Bell & Howell Operating Company is incorporated herein by reference to
Exhibit 4.6 to Bell & Howell Operating Company's Registration
Statement on Form S-1, as amended, Registration No. 33-63556
*4.3 Form of 11 1/2% Series B Senior Discount Debenture due 2005 of Bell &
Howell Company is incorporated herein by reference to Exhibit 4.1 to
Bell & Howell's Company's Registration Statement on Form S-1, as
amended, Registration No. 33-59994
*4.4 Indenture dated February 23, 1993 between Bell & Howell Company and
The First National Bank of Boston, as Trustee, relating to the 11 1/2%
Series A and Series B Senior Discount Debentures due 2005 of Bell &
Howell Company is incorporated herein by reference to Exhibit 4.3 to
Bell & Howell Company's Registration Statement on Form S-1, as
amended, Registration No. 33-59994
*4.5 Form of 10 % Series B Senior Subordinated Note of Bell & Howell
Operating Company, including the form of notation relating to the
Subsidiary Guarantee of Bell & Howell Document Management Products
Company, Bell & Howell Publication Systems Company, Bell & Howell
Phillipsburg Company, University Microfilms Inc. and Bell & Howell
Mailmobile Company is incorporated herein by reference to Exhibit 4.2
to Bell & Howell Operating Company's Registration Statement on Form
S-1, as amended, Registration No. 33-63556
*4.6 Indenture dated as of October 5, 1992 between Bell & Howell Operating
Company, Bell & Howell Document Management Products Company, Bell &
Howell Publications Systems Company, Bell & Howell Phillipsburg
Company, University Microfilms Inc., Bell & Howell Mailmobile Company
and The First National Bank of Boston, as Trustee, relating to the
10 3/4% Series A and Series B Senior Subordinated Notes due 2002 of
Bell & Howell Operating Company is incorporated herein by reference
to Exhibit 4.7 to Bell & Howell Operating Company's Registration
Statement on Form S-1, as amended, Registration No. 33-63556
*5.1 Opinion of McDermott, Will & Emery
*10.1 Certificate of Designation for the $121.33 Intercompany Preferred
Stock of Bell & Howell Operating Company is incorporated herein by
reference to Exhibit 4.5 to bell & Howell Operating Company's
Registration Statement on Form S-1, as amended, Registration No. 33-
63556.
*10.2 Amended and Restated Profit Sharing Retirement Plan is incorporated
herein by reference to Exhibit 10.1 to Bell & Howell Operating
Company's Registration Statement on Form S-1, as amended,
Registration No. 33-63556.
*10.3 Amended and Restated Replacement Benefit Plan is incorporated herein
by reference to Exhibit 10.4 to Bell & Howell Operating Company's
Registration Statement on Form S-1, as amended, Registration No. 33-
63556
*10.4 Supplemental Retirement Plan is incorporated herein by reference to
Exhibit 10.3 to Bell & Howell Operating Company's Registration
Statement on Form S-1, as amended, Registration No. 33-63556
*10.5 Management Incentive Bonus Plan is incorporated herein by reference
to Exhibit 10.5 to Bell & Howell Operating Company's Registration
Statement on Form S-1, as amended, Registration No. 33-63556
*10.6 Long Term Incentive Plan II, 1993-1996, is incorporated herein by
reference to Exhibit to Bell & Howell Operating Company's
Registration Statement on Form S-1, as amended, Registration No. 33-
89992
*10.7 Deferred Benefit Trust is incorporated herein by reference to Exhibit
10.10 to Bell & Howell Operating Company's Registration Statement on
Form S-1, as amended, Registration No. 33-63556
*10.8 Employment Agreement with William J. White dated as of March 23, 1990
is incorporated herein by reference to Exhibit 10.11 to Bell & Howell
Operating Company's Registration Statement on Form S-1, as amended,
Registration No. 33-63556
*10.9 Shareholders Agreement dated May 10, 1988, as amended, among certain
Management Stockholders (as defined therein) and Investor
Shareholders (as defined therein) is incorporated herein by reference
to Exhibit 10.17 to Bell & Howell Company's Registration Statement on
Form S-1, as amended, Registration No. 33-59994
*10.10 Registration Rights Agreement dated as of May 10, 1988 by and among
Bell & Howell Group, Inc. and each of the Purchasers referred to
therein is incorporated herein by reference to Exhibit 10.1 to Bell &
Howell Operating Company's Registration Statement on Form S-1, as
amended, Registration No. 33-63556
*10.11 Amended and Restated Credit Agreement, dated as of September 4, 1996,
among Bell & Howell Operating Company, the Lenders listed therein and
Bankers Trust Company, as Agent, Registration No. 33-59994
*10.12 Supplement to Fourth Amendment to the Shareholders Agreement dated
May 10, 1988, as amended, among certain Management Stockholders (as
defined therein) and Investor Shareholders (as defined therein)
Registration Statement on Form S-1, as amended, Registration No. 33-
89992
*10.13 Receivables Purchase Agreement dated May 1, 1996, between Bell &
Howell Acceptance Corporation and the First National Bank of Chicago,
Registration No. 33-59994
*11.1 Computation of Earnings (Loss) per Common Share
*21.1 Subsidiaries of Bell & Howell Company
*23.1 Consent of McDermott, Will & Emery (to be included in Exhibit 5.1)
*23.2 Consent of KPMG Peat Marwick
*24.1 Powers of Attorney
* Previously Filed.
(b) Financial Schedules - previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on this 15th day of September, 1997.
BELL & HOWELL COMPANY
By: /s/ Stuart T. Lieberman
Stuart T. Lieberman, Vice President, Controller
and Chief Accounting Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities indicated on this 15th day of September 1997.
Signature Title
* Chairman of the Board
William J. White
* President, Chief Executive
James P. Roemer Officer and Director
* Executive Vice President,
Nils A. Johansson Chief Financial Officer and
Director
* Vice President, Controller and
Stuart T. Lieberman Chief Accounting Officer
* Director
David Bonderman
* Director
David G. Brown
* Director
J. Taylor Crandall
* Director
Daniel L. Doctoroff
* Director
William E. Oberndorf
* Director
Gary L. Roubos
* Director
John H. Scully
By: /s/ Stuart T. Lieberman
Stuart T. Lieberman
Attorney-in-fact
