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): April 22, 1998
Ivex Packaging Corporation
(Exact same of registrant as specified is its charter)
Delaware 33-61704 79-0171625
(State or other jurisdictions (Commission File No.) (IRS Employer
of incorporation) Identification No.)
100 Tri-State Drive, Lincolnshire, Illinois 60069
(Address of principal executive office)
Registrant's telephone number, including area code: (847) 945-9100
ITEM 2. Acquisition or Disposition of Assets.
On April 22, 1998, Package Acquisition, Inc., a Minnesota corporation
(the "Purchaser") and an indirect wholly-owned subsidiary of Ivex Packaging
Corporation ("Parent"), completed its cash tender offer for all of the
outstanding shares of common stock of Ultra Pac, Inc. ("Ultra Pac").
Ultra Pac designs, manufactures, markets and sells plastic containers and
packaging for the food industry. Ultra Pac will continue its operations
as an indirect subsidiary of Parent.
The Purchaser accepted approximately 3.5 million shares tendered for
payment at $15.50 per share for a total purchase price of approximately
$54.25 million. The acceptance of these shares resulted in the Purchaser
acquiring approximately 93% of the outstanding shares of common stock of
Ultra Pac. On April 23, 1998, the Purchaser merged with and into Ultra Pac
and all remaining shares of Ultra Pac common stock were converted into the
right to receive $15.50 in cash. The purchase price for Ultra Pac shares
was determined pursuant to arms'-length negotiations between the parties,
and was based on a variety of factors including the anticipated earnings
and cash flows of the Ultra Pac businesses. Parent's source of funds for
the acquisition was available borrowings under existing credit facilities
of IPC, Inc., Parent's principal operating subsidiary, with NationsBank,
N.A. and other lenders, which provides for maximum borrowings of an
aggregate principal amount of up to $475.0 million, consisting of term
loans of $300.0 million and a revolving credit facility of up to $175.0
million. For more information regarding the credit facilities, please see
"Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources" of Parent's Annual
Report on Form 10-K for the year ended December 31, 1997, which section is
hereby incorporated by reference herein.
Parent and certain of its subsidiaries have from time to time engaged
in commercial transactions with Ultra Pac in the ordinary course of each
party's business. Except for such commercial transactions, prior to the
acquisition, there was no material relationship between Parent and Ultra
Pac.
More complete details of the acquisition are provided in the Agreement
and Plan of Merger, dated March 23, 1998, which is incorporated herein by
reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a)-(b) Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated March 23, 1998, by and among
Ivex Packaging Corporation, Package Acquisition, Inc. and Ultra Pac, Inc.
(incorporated by reference to Exhibit (c)(1) of the Schedule 14D-1 filed
March 26, 1998, by Parent and Purchaser).
99.1 Exhibits 10.30 to 10.38 to Parent's Annual Report on Form 10-K
for the year ended December 31, 1997 (incorporated herein by reference to
Parent's Annual Report on Form 10-K for the year ended December 31, 1997).
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.
Date May 6, 1998 By /s/ G. Douglas Patterson
______________________________
Name: G. Douglas Patterson
Title: Vice President and General Counsel
