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UNITED STATES
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
FEBRUARY 23, 2000
MAIL-WELL, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO
(State or Other Jurisdiction of Incorporation)
1-12551 84-1250533
(Commission File Number) (IRS Employer Identification Number)
23 INVERNESS WAY EAST, ENGLEWOOD, CO 80112
(Address of principal executive offices) (Zip Code)
303-790-8023
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Mail-Well, Inc. (the "Registrant") completed its cash tender offer
of $20.00 per share for all outstanding shares of common stock of
American Business Products (NYSE:ABP), as scheduled, at 12:00 midnight,
Eastern Standard Time, on Friday, February 18, 2000. Mail-Well, through
its indirect, wholly owned subsidiary making the offer, has accepted for
purchase all shares validly tendered and not withdrawn prior to the
expiration of the offer. Based on information provided by American
Securities Transfer & Trust, Inc. as depositary, approximately 13.5
million shares of American Business Products were acquired by Mail-Well
out of the approximately 14.8 million shares currently outstanding.
Approximately 1.3 million shares remained untendered as of the
expiration of the tender offer.
As a result of the offer, Mail-Well acquired more than 90% of
American Business Products' outstanding shares, thereby permitting the
second step of the acquisition without a meeting of American Business
Products' stockholders. Each share of American Business Products not
previously purchased in the tender offer has been converted into the
right to receive $20.00 in cash pursuant to a merger with a subsidiary
of Mail-Well. The merger was completed on Tuesday, February 22, 2000.
The funds used to acquire ABP came from draws under a new senior
secured credit facility syndicated through Bank of America.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. To be filed by
amendment hereto not later than May 6, 2000.
(b) Pro forma financial information. To be filed by amendment
hereto not later than May 6, 2000.
(c) Exhibits.
2. Agreement and Plan of Merger by and among American
Business Products, Inc., Mail-Well, Inc. and Sherman
Acquisition Corporation dated January 13,2000--
incorporated by reference from Exhibit (c) (1) to the
Registrant's Tender Offer Statement on Schedule 14D-1
filed with the commission on January 21, 2000.
The Registrant undertakes to furnish supplementally to the
Commission upon request a copy of any omitted schedule to the
foregoing Exhibit.
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.
Mail-Well, Inc.
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(Registrant)
By: /s/ Gary H. Ritondaro
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Gary H. Ritondaro, Senior Vice President
and Chief Financial Officer
Date: February 23, 2000
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EXHIBIT INDEX
(c) 2. Agreement and Plan of Merger by and among American
Business Products, Inc., Mail-Well, Inc. and Sherman
Acquisition Corporation dated January 13, 2000--
incorporated by reference from Exhibit (c) (1) to the
Registrant's Tender Offer Statement on Schedule 14D-1
filed with the commission on January 21, 2000.
