-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K1FxQ6bS1QRQ+2ZQOkLe14s9YN1QoPM7AHlJVOzJD2f2gtVbG3JnV1FWPj2K4TaT aN+Ecu4EqN/kWdDCj3T0HA== 0000950137-05-005459.txt : 20050505 0000950137-05-005459.hdr.sgml : 20050505 20050505172245 ACCESSION NUMBER: 0000950137-05-005459 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL BINDING CORP CENTRAL INDEX KEY: 0000040461 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 360887470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-20636 FILM NUMBER: 05804658 BUSINESS ADDRESS: STREET 1: ONE GBC PLZ CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8472723700 MAIL ADDRESS: STREET 1: ONE GBC PLZ CITY: NORHBROOK STATE: IL ZIP: 60062 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANE INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000941506 IRS NUMBER: 362668230 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1200SHERMER ROAD CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8472915706 MAIL ADDRESS: STREET 1: 1200 SHERMER ROAD CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13G 1 c94844sc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) UNDER THE SECURITIES EXCHANGE ACT OF 1934* General Binding Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.125 Per Share Class B Common Stock, par value $0.125 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 369154 10 9 - -------------------------------------------------------------------------------- (CUSIP Number) March 15, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1745 (12-02) CUSIP NO. 369154 10 9 13G Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lane Industries, Inc. 36-2668230 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (See Instructions) (a) [ ] ----------------------------------------------------------------- (b) [ ] ----------------------------------------------------------------- - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power Shares 0 ----------------------------------------------------- Beneficially 6. Shared Voting Power Owned by 9,873,237** (See Item 4) ----------------------------------------------------- Each 7. Sole Dispositive Power Reporting 9,873,237** ----------------------------------------------------- Person With: 8. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,873,237** - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 60.5% (the Reporting Person beneficially owns 100% of the Class B Common Stock and 53.7% of the Common Stock for a combined total of approximately 60.5% of the Issuer's outstanding classes of stock and approximately 87.1% of their combined voting power). - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Includes 7,474,962 shares of the Issuer's common stock, par value $0.125 per share (the "Common Stock") and 2,398,275 shares of the Issuer's Class B common stock, par value $0.125 per share (the "Class B Common Stock"), which have fifteen votes per share on all matters and convert into shares of Common Stock upon transfer at a ratio of 1-for-1. Page 3 of 5 Pages ITEM 1. (a) NAME OF ISSUER: General Binding Corporation ("Issuer") (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1 GBC Plaza Northbrook, Illinois 60062 ITEM 2. (a) NAME OF PERSON FILING: Lane Industries, Inc. ("Lane") (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: One Lane Center Northbrook, Illinois 60062 (c) CITIZENSHIP: Lane is a corporation incorporated under the laws of the State of Delaware. (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.125 per share. Class B Common Stock, par value $0.125 per share. (e) CUSIP NUMBER: 369154 10 9 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: This Statement is not filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c). ITEM 4. OWNERSHIP: (a) AMOUNT BENEFICIALLY OWNED: 9,873,237 shares (including 7,474,962 shares of Common Stock and 2,398,275 shares of Class B Common Stock). (b) PERCENT OF CLASS: 60.5% (including 7,474,962 shares of Common Stock and 2,398,275 shares of Class B Common Stock), based upon 16,309,761 shares of Common Stock (including Class B Common Stock) issued and outstanding as of February 28, 2005. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 0 Page 4 of 5 Pages (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: 9,873,237 shares. This includes 100% of the Class B Common Stock and 53.7% of the Common Stock and approximately 87.1% of the combined voting power. On March 15, 2005, (i) Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Fortune Brands, Inc. ("Fortune"), ACCO World Corporation ("ACCO") and Gemini Acquisition Sub, Inc. ("Gemini") and (ii) Lane entered into a Voting Agreement (the "Voting Agreement") with Fortune and ACCO. Pursuant to the Voting Agreement, Lane agreed to vote all of its shares of Common Stock and Class B Common Stock in favor of the Merger Agreement, the merger of Gemini with and into Issuer, with Issuer surviving (the "Merger"), and any other transactions contemplated by the Merger Agreement. Lane also agreed to vote all of its shares of Common Stock and Class B Common Stock against any action that would reasonably be expected to be a breach by Issuer of the Merger Agreement and against any action that would reasonably be expected to adversely affect or delay the Merger. Pursuant to the Voting Agreement, Lane granted an irrevocable proxy to Fortune's designees to vote as set forth above, but retained the right to vote its shares of Common Stock and Class B Common Stock on such matters so long as Lane's vote is in accordance with the Voting Agreement. As a result of the Voting Agreement, Lane may be deemed to share with Fortune or ACCO the power to vote or direct the vote of the Common Stock and Class B Common Stock. However, neither Fortune nor ACCO is entitled to any rights as a stockholder of the Issuer and each of Fortune and ACCO expressly disclaimed beneficial ownership of the Common Stock and Class B Common Stock. (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 9,873,237 shares (including the Common Stock and the Class B Common Stock). (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 0 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATION. Not Applicable. Page 5 of 5 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LANE INDUSTRIES, INC. Dated: May 5, 2005 By: /s/ Arthur J. Schiller ----------------------------------- Arthur J. Schiller Senior Vice President, Secretary and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----