sc13d

0000950137-05-010763.txt : 20050826 0000950137-05-010763.hdr.sgml : 20050826 20050826130322 ACCESSION NUMBER: 0000950137-05-010763 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050826 DATE AS OF CHANGE: 20050826 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCO BRANDS CORP CENTRAL INDEX KEY: 0000712034 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 362704017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34653 FILM NUMBER: 051051160 BUSINESS ADDRESS: STREET 1: 300 TOWER PARKWAY CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 847-484-4800 MAIL ADDRESS: STREET 1: 300 TOWER PARKWAY CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: ACCO WORLD CORP DATE OF NAME CHANGE: 19830106 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 13D 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 13D 1 c98090sc13d.htm SCHEDULE 13D sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )¹

Acco Brands Corporation

(Name of Issuer)

Common Stock ($0.01 par value) and the associated preferred share purchase rights

(Title of Class of Securities)

000081T 10 8

(CUSIP Number)

Arthur Schiller
Lane Industries, Inc
1200 Shermer Road
Northbrook, Illinois 60062
(847) 291-5703

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 17, 2005

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

¹ 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 000081T 10 8 Page 2 of 6

1. Name of Reporting Person:
Lane Industries, Inc., a Delaware corporation I.R.S. Identification Nos. of above persons (entities only):
36-2668230

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
9,873,237 shares.

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
9,873,237 shares.

10. Shared Dispositive Power:
-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
9,873,237 shares.

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
19.0%

14. Type of Reporting Person (See Instructions):
CO/HC

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share (the “Common Stock”), and the associated preferred share purchase rights, of Acco Brands Corporation, a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 300 Tower Parkway, Lincolnshire, IL 60069.

Item 2. Identity and Background.

Lane Industries, Inc. (“Lane”), is a Delaware corporation and its principal business is acting as a diversified holding company. Lane’s principal office and principal place of business is located at 1200 Shermer Road, 4^th Floor, Northbrook, IL 60062. During the last five years, Lane (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction whereby, as a result of such proceeding, Lane was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On August 17, 2005, the business combination provided for by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 15, 2005, by and among General Binding Corporation (“GBC”), Fortune Brands, Inc. (“Fortune”), the Issuer and Gemini Acquisition Sub, Inc., a subsidiary of the Issuer (“Acquisition Sub”), whereby Fortune spun off the Issuer to its shareholders, immediately after which Acquisition Sub merged with and into GBC, with GBC surviving (the “Merger”), became effective. As a result of the Merger, GBC became a wholly-owned subsidiary of the Issuer and each outstanding share of GBC common stock and GBC Class B common stock was converted into the right to receive one share of Common Stock. As a result of the consummation of the Merger, Lane, which owned shares of GBC common stock and GBC Class B common stock, became a shareholder of the Issuer.

This Schedule 13D is being filed to reflect the Common Stock that Lane has the right to receive pursuant to the Merger Agreement in exchange for the shares of GBC common stock and GBC Class B common stock held by Lane prior to the Merger.

Item 4. Purpose of the Transaction.

As described in Item 3 above, Lane has the right to receive shares of Common Stock upon the conversion of the GBC common stock and GBC Class B common as a result of the consummation of the Merger. The Common Stock is being held for investment purposes.

As described further in Item 6 below, pursuant to a Registration Rights Agreement dated as of March 15, 2005 between Lane and the Issuer (the “Registration Rights Agreement”), Lane has the right to demand the Issuer register some or all of Lane’s shares of Common Stock, subject to the terms of the Registration Rights Agreement. The foregoing discussion is qualified in it entirety by reference to the Registration Rights Agreement, which is included as an exhibit to this Statement and is incorporated by reference herein.

Other than as set forth herein, Lane currently has no plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Page 3 of 6

Item 5. Interest in Securities of the Issuer.

(a) Lane currently holds 9,873,237 shares of Common Stock. This number of shares equals 19.0% of the outstanding Common Stock.

(b) The number of shares of Common Stock as to which there is sole power to vote or direct the vote and sole power to dispose or direct the disposition of is 9,873,237 shares, approximately 19.0% of the voting power.

(d) Not Applicable.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The information relating to the Merger Agreement set forth in Item 3 is incorporated herein by reference to this Item 6.

In connection with the Merger Agreement, Lane and the Issuer entered into the Registration Rights Agreement. Under the terms of the Registration Rights Agreement, Lane has the right, subject to certain restrictions, to demand that the Issuer file, prior to August 17, 2010, up to three registration statements to register the resale of Lane’s shares of Common Stock. The Issuer must use its commercially reasonable efforts to effect the registration of the shares, but the Issuer is not required to cause any registration statement demanded by Lane to become effective prior to the day that is 180 days after August 17, 2005. In addition, subject to customary limitations, Lane has the right to cause the Issuer to include Lane’s shares of Common Stock in other registration statements filed by the Issuer.

In connection with the Merger Agreement, Lane entered into an Affiliate Agreement dated as of August 2, 2005 with the Issuer (the “Affiliate Agreement”). Under the terms of the Affiliate Agreement, Lane agreed, among other things, not to sell or dispose of its Common Stock except pursuant to an effective registration statement, in accordance with Rules 144 and 145 promulgated under the Securities Act of 1933, as amended, or in a transaction which in the opinion of counsel or as described in a “no action” or interpretative letter from the Staff of the Securities and Exchange Commission, is not required to be registered.

The summaries of the Merger Agreement, Registration Rights Agreement and Affiliate Letter contained in this Item 6 are qualified in their entirety by reference to the Merger Agreement, Registration Rights Agreement and Affiliate Letter, each of which is filed herewith as an exhibit and each of which is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.


	Exhibit Number		Description

	99.1		Agreement and Plan of Merger, dated as of March 15, 2005, by and among Fortune Brands, Inc., ACCO World Corporation, Gemini Acquisition Sub, Inc. and General Binding Corporation (incorporation herein by reference to Annex A to the Issuer’s Amendment No. 2 to Registration Statement on Form S-4/A dated July 15, 2005)

Page 4 of 6


	99.2		Registration Rights Agreement, dated as of March 15, 2005, by and between ACCO World Corporation and Lane Industries, Inc. (incorporation herein by reference to Exhibit 4.2 to the Issuer’s Amendment No. 1 to Registration Statement on Form S-4/A dated June 22, 2005)
	99.3		Affiliate Letter, dated as of August 2, 2005 between Lane Industries, Inc. and Acco World Corporation

Page 5 of 6

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 25, 2005


LANE INDUSTRIES, INC.
By:	/s/ Arthur J. Schiller
	Name:	Arthur J. Schiller
	Title:	Senior Vice President, Secretary and General Counsel

Page 6 of 6

APPENDIX I

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF LANE INDUSTRIES, INC.

The following table sets forth the name, business address and principal occupation or employment at the present time for each director and executive officer of Lane Industries, Inc. Unless otherwise noted, each person is a citizen of the United States and each such person’s business address is 1200 Shermer Road, 4^th Floor, Northbrook, IL 60062.


Name and Address	Title	Principal Occupation

Andrew N. Lane	Director	Private Investor

19351 Highway 82
Carbondale, Co 81623

Jeffrey P. Lane	Director	President, Bell Ranch

Bell Ranch
706 Mule Creek Drive
Solano, NM 87746

Nelson P. Lane	Director	Private Investor

1286 Spring Creek Road
Silverthorne, CO 80498

Kenneth Aldridge	Director	President, Aldridge Electric

Aldridge Electric
28572 N. Bradley Road
Libertyville, IL 60048

James Friedlieb	Director	Partner, Arthur Andersen

Arthur Andersen
33 West Monroe Street Chicago, IL 60603

Forrest M. Schneider	Executive Officer	President and Chief Executive Officer of Lane Industries, Inc.

Arthur J. Schiller	Executive Officer	Senior Vice President, Secretary & General Counsel of Lane Industries, Inc.

Richard R. Fabbrini	Executive Officer	Senior Vice President and Chief Financial Officer of Lane Industries, Inc.

Jaime Knez	Executive Officer	Vice President – Treasurer of Lane Industries, Inc.

William M. Keating	Executive Officer	Vice President of Lane Industries, Inc.

EX-99.3 2 c98090exv99w3.htm AFFILIATE LETTER exv99w3

Exhibit 99.3

ACCO World Corporation
300 Tower Parkway
Lincolnshire, IL 60069

Ladies and Gentlemen:

The undersigned, a holder of shares of (i) Common Stock, par value $0.125 per share, of General Binding Corporation, a Delaware corporation (the “Company”), and/or (ii) Class B Common Stock, par value $0.125 per share, of the Company, is entitled to receive in exchange for any such shares, in connection with the merger (the “Merger”) of Gemini Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ACCO World Corporation, a Delaware corporation (“ACCO”), with and into the Company, shares of Common Stock, par value $.01 per share, of ACCO (“ACCO Common Stock”). The undersigned acknowledges that the undersigned may be deemed an “affiliate” of the Company as that term is defined for purposes of Rule 145 (“Rule 145”) promulgated under the Securities Act of 1933, as amended (the “Act”), although nothing contained herein should be construed as an admission of such fact or as a waiver of any rights the undersigned may have to object to any claim that the undersigned is such an affiliate on or after the date of this letter.

If in fact the undersigned is an “affiliate” of the Company under the Act, the undersigned’s ability to sell, assign or transfer the ACCO Common Stock received by the undersigned pursuant to the Merger may be restricted unless such transaction is registered under the Act or an exemption from such registration is available. The undersigned understands that such exemptions are limited and the undersigned has obtained advice of counsel as to the nature and conditions of such exemptions, including information with respect to the applicability to the sale of such securities of Rules 144 and 145(d) promulgated under the Act. The undersigned understands that, except as set forth in the Registration Rights Agreement, dated as of March 15, 2005, between ACCO and Lane Industries, Inc., a Delaware corporation, ACCO is under no obligation to register the sale, transfer or other disposition of the ACCO Common Stock by, or on behalf of, the undersigned or to take any other action necessary in order to make compliance with an exemption from such registration available; provided, however, that ACCO will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Exchange Act of 1934, as amended, to the extent required to enable the undersigned to sell ACCO Common Stock in accordance with Rules 144 and 145 promulgated under the Act.

The undersigned hereby represents to and covenants with ACCO that the undersigned will not sell, assign, transfer or otherwise dispose of any of the ACCO Common Stock received by the undersigned pursuant to the Merger except (i) pursuant to an effective registration statement under the Act, (ii) in conformity with the volume and other applicable limitations of Rules 144 and 145 promulgated under the Act or (iii) in a transaction which, in the opinion of counsel reasonably satisfactory to ACCO or as described in a “no-action” or interpretive letter from the Staff of the Securities and Exchange Commission, is not required to be registered under the Act.

In the event of a sale or other disposition by the undersigned of ACCO Common Stock received by the undersigned in the Merger pursuant to Rule 145, the undersigned will supply ACCO with evidence reasonably satisfactory to ACCO of compliance with Rule 145. The undersigned understands that ACCO may instruct its transfer agent to withhold the transfer of shares of ACCO Common Stock sold or disposed of by the undersigned, subject to receipt of such evidence of compliance. Following such receipt, ACCO shall instruct the transfer agent to effectuate the transfer of the ACCO Common Stock sold or disposed of by the undersigned.

The undersigned acknowledges and agrees that there will be placed on certificates representing ACCO Common Stock (or on confirmations and account statements for shares of ACCO Common Stock held in book-entry form) received by the undersigned in the Merger or held by a transferee thereof a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THE REQUIREMENTS OF RULE 145 OR PURSUANT TO A REGISTRATION STATEMENT UNDER THAT ACT OR AN EXEMPTION FROM SUCH REGISTRATION.”

The undersigned acknowledges and agrees that the legend and stop orders set forth above will be removed (i) upon receipt of evidence or representations satisfactory to ACCO that the ACCO Common Stock represented by such certificates are being or have been sold in a transaction made in conformity with the provisions of Rule 145 (as such rule may be hereafter amended) or if such certificates are being or have been sold in a transfer registered under the Act or (ii) upon receipt of an opinion in form and substance reasonably satisfactory to ACCO from counsel reasonably satisfactory to ACCO to the effect that such legends are no longer required for purposes of the Act.

[remainder of this page intentionally left blank]

The undersigned acknowledges that (i) the undersigned has carefully read this letter and understands the requirements hereof and the limitations imposed upon the distribution, sale, transfer or other disposition of securities and (ii) the receipt by ACCO of this letter is an inducement and a condition to ACCO’s obligations to consummate the Merger.


Very truly yours, LANE INDUSTRIES, INC.
By:	/s/ Arthur J. Schiller
	Name:	Arthur J. Schiller
	Title:	Senior Vice President, Secretary and General Counsel

Dated: August 2, 2005

ACKNOWLEDGED AND AGREED, as
of the date written above

ACCO WORLD CORPORATION

By: _______________________________
Name:
Title:


CUSIP No. 000081T 10 8					Page 2 of 6

	1.	Name of Reporting Person: Lane Industries, Inc., a Delaware corporation			I.R.S. Identification Nos. of above persons (entities only): 36-2668230

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 9,873,237 shares.

			8.	Shared Voting Power: -0-

			9.	Sole Dispositive Power: 9,873,237 shares.

			10.	Shared Dispositive Power: -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 9,873,237 shares.

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 19.0%

	14.	Type of Reporting Person (See Instructions): CO/HC