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) January 12, 2000
BELL & HOWELL COMPANY
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-13746 36-3875177
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(Commission File Number) (IRS Employer Identification No.)
5215 Old Orchard Road, Skokie, Illinois 60077-1076
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(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code) 847-470-7100
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Item 5. Other Events.
On January 12, 2000, the Company filed a press release announcing plans
to create two new companies. A copy of the press release is attached as Exhibit
99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(99.1) Press Release dated January 12, 2000.
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.
BELL & HOWELL COMPANY
Date: January 12, 2000 /s/ Todd Buchardt
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Todd Buchardt
General Counsel & Secretary
BELL& HOWELL COMPANY voice 847.470.71 web bellhowell.com
5215 Old Orchard Road fax 847.470.9825 e-mail [email protected]
Skokie, Illinois 60077.1076
[logo]
Contacts:
Nils A. Johansson Hollis Rafkin-Sax
Executive Vice President Edelman Worldwide
Chief Financial Officer (212) 704-4559
Phone 847-470-7671
Dwight A. Mater
Vice President, Investor Relations
and Business Development
Phone 947-470-7111
BELL & HOWELL TO CREATE TWO SEPARATE COMPANIES
SKOKIE, Ill., Jan. 12 /PRNewswire/ -- Bell & Howell Company (NYSE: BHW - news)
announced today that it plans to create two new companies to maximize the growth
prospects of its business units. One business, which will comprise the company's
Information and Learning and Publishing Services businesses, has yet to be
named. The second company, which will operate under the Bell & Howell name and
ticker symbol (BHW), will consist of the Mail and Messaging Technologies and
Imaging businesses.
The company formed by combining the Information and Learning and Publishing
Services businesses will operate as an independent, publicly traded entity
through a spin-off to existing Bell & Howell shareholders. Prior to the
spin-off, Bell & Howell plans to sell a minority stake in the Information and
Learning and Publishing Services businesses to the public through an initial
public offering.
Bell & Howell expects to complete the restructuring initiatives before the end
of this year. The spin-off, however, is contingent on obtaining a favorable tax
ruling as well as any other regulatory approval.
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Although results have not been finalized, management expects that earnings from
continuing operations, before the restructuring charge, and before considering
the equity investment in the K-12 Internet company, will be in line with
consensus street estimates of approximately $2.00 per share for the fiscal 1999.
As part of the spin-off, the company expects to record a restructuring charge of
slightly less than $30 million (after tax) in 1999.
As previously warned, customer pre-occupation with year 2000 as well as certain
other unexpected events did have a negative impact on the company's year-end
finish, particularly in its Mail and Messaging Technologies business. However,
the company was able to offset these items with some other unexpected gains.
More details about the quarter and the year will be available as part of the
company's scheduled earnings release on February 16, 2000.
In announcing the plans, James P. Roemer, Bell & Howell Chairman, President and
CEO, said, "We're extremely excited about these very positive steps for Bell &
Howell. We strongly believe that restructuring ourselves into two highly focused
entities will enable our businesses to maximize their fundamental strengths
through better access to capital and the ability to attract and retain talented
employees."
Mr. Roemer will serve as President & CEO of the new education and publishing
company. He will continue to lead Bell & Howell in his current capacity until
the spin-off is completed. He was named chairman of the board for Bell & Howell
in December 1997 and has served as chief executive officer since February 1997.
Mr. Roemer has been director, president and chief operating officer of Bell &
Howell since February 1995. He joined the company in 1991.
Nils Johansson, who has a significant and valuable role in the company, and has
been a major contributor to the company's success, will serve as Chairman of the
new Bell & Howell. Mr. Johansson will also be a senior strategic advisor to the
Information and Learning and Publishing Services businesses.
Howard S. Cohen has been appointed President and CEO of the new Bell & Howell.
Mr. Cohen joins Bell & Howell with executive management experience in business
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services, telecommunications and systems integration acquired during a career at
Peak Technologies Group, OCE Corporation, US Sprint and Xerox. Until the
spin-off is completed, Mr. Cohen will be responsible for the Mail & Messaging
and Imaging businesses reporting to Mr. Roemer.
"We are extremely pleased that Howard is joining the team to lead the new Bell &
Howell," Mr. Roemer said. "His extensive experience and track record in the
business services and systems integration industries will allow us to better
capitalize on market opportunities and will prove to be a valuable asset as the
company moves forward."
Further details about the management of the new companies will be announced over
the next several weeks.
"Our customers' loyalty has been a hallmark of Bell & Howell for over 90 years,
and the creation of these new companies will better position us to continue our
legacy of superior service and support," said Mr. Roemer. "Not only does this
new structure allow us to better capitalize on our strengths for our customers,
it also provides our shareholders with a clearer measure of our business
fundamentals and performance."
These overall restructuring efforts will have no impact on the company's
previously stated intention to transition its K-12 Internet business venture to
a stand-alone entity with its own publicly traded stock, at some point in the
near future. The K-12 Internet business has recently completed a large round of
private financing, in which it raised $55 million from a group of internet
venture capitalists. As a result of the financing, Bell & Howell's equity stake
in the K-12 Internet company is now slightly under 50%.
Except for the historical information and discussions contained herein,
statements contained in this release may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements involve a number of risks, uncertainties and other factors,
including without limitation, decreases in the ability to attract and retain
employees for the existing Bell & Howell as well as the two new companies
resulting from the restructure of the existing Bell & Howell, obtain capital,
including interest rate risks, unexpected merger-related effects, timing and
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market conditions relating to an initial public offering for the new education
and publishing company as well as business execution risk and risk of new
competitors, and any necessary regulatory approvals, decreases in funding for
Internet access as well as overall acceptance and usage of the Internet in the
education and library markets, the willingness of parents to purchase
educational products for home use, the availability of free or advertising
supported research information on the Internet, decreases or shifts in mail
volumes, rate of acceptance of electronic-based mailings, including effects of
and rate of acceptance of internet-based solutions, including the automotive
business, changes in the business services market, changes in the automotive
industry, customer Year 2000 issues and concerns that could impact their
purchase and investment decisions, unexpected merger- related effects, timing
and market conditions relating to an initial public offering for the new K-12
Internet company as well as business execution risks associated with a start-up
company and the threats and risks of new competitors to the new K-12 Internet
company, and general economic conditions, all of which could cause actual
results to differ materially, and such other risks as discussed in the company's
filings with the Securities and Exchange Commission.
Headquartered in Skokie, Illinois, Bell & Howell Company (NYSE: BHW - news) is a
leading information solutions and services provider to industries worldwide. In
each of its businesses, the company transforms information through software and
services, helping its customers operate more effectively and efficiently.
Additional information on Bell & Howell can be found at
http://www.bellhowell.com.
To participate in a restructuring announcement conference call with Bell &
Howell's senior management, call 712-257-2372, using the password BHW, at 11:00
a.m. (EST) on Wednesday, January 12, 2000. For your convenience, the call will
be taped and archived for 30 days and can be accessed by calling 402-280-1614.
This conference call may also be accessed over the Internet through Vcall at
http://www.vcall.com . To listen to the live call, please go to the web site at
least fifteen minutes early to register, download, and install any necessary
audio software. For those who cannot listen to the live broadcast, a replay will
be available shortly after the call at Vcall's website.
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