-----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, LT/+FvSFokLqf6EIJ7H2bSXCAAg7cGU9eelsCy3VWf1b81Jx1FeFkiv717Mxmkpk Y5BEpjoCLeSex0IjwKpq2g== 0001036050-97-000635.txt : 19970814 0001036050-97-000635.hdr.sgml : 19970814 ACCESSION NUMBER: 0001036050-97-000635 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970811 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970813 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNISOURCE WORLDWIDE INC CENTRAL INDEX KEY: 0001027282 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 135369500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14482 FILM NUMBER: 97658124 BUSINESS ADDRESS: STREET 1: 825 DUPORTAIL ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102964470 8-K 1 FORM 8-K 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) August 11, 1997 ............................ UNISOURCE WORLDWIDE, INC. ................................................................................ (Exact name of registrant as specified in its charter) DELAWARE File No. 1-14482 13-5369500 ................................................................................ (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) P.O. Box 3000-0935, Berwyn, Pennsylvania 19312 ................................................................................ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 296-4470 ........................... 825 Duportail Road, Wayne, Pennsylvania 19087 ................................................................................ (Former name or former address, if changed since last report) Item 5. Other Events. ------------ On August 11, 1997, the Registrant issued the attached press release. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. -------- (99) Press Release dated August 11, 1997. SIGNATURE 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. UNISOURCE WORLDWIDE, INC. (Registrant) By: /s/ Hugh G. Moulton ------------------------------- Hugh G. Moulton Executive Vice President and Chief Administrative Officer Dated: August 12, 1997 Exhibit Index ------------- (99) Press Release dated August 11, 1997. EX-99 2 PRESS RELEASE Exhibit (99) Press Release dated August 11, 1997 News Release Contact Unisource Worldwide, Inc. National Sanitary Supply Company Marty Buckley or JoAnn Huston Gary H. Sander 610-722-3511 610-722-3513 513-762-6886 UNISOURCE AND NATIONAL SANITARY TO MERGE Combination will result in North America's Largest Sanitary Maintenance Distributor Berwyn, Pennsylvania and Cincinnati, Ohio - August 11, 1997 -- Unisource Worldwide, Inc. (NYSE:UWW) and National Sanitary Supply Company (NASD:NSSX) announced today that they have signed a definitive merger agreement whereby National Sanitary Supply Company will become a wholly-owned subsidiary of Unisource. National Sanitary's stockholders will receive a cash payment of $21 per share in the transaction. Debt repayment and other considerations bring the total purchase price to approximately $163 million. The Boards of Directors of both companies have approved the agreement. In addition, Chemed Corporation (NYSE: CHE), which currently owns 82 percent of the outstanding common stock of National Sanitary, has approved the transaction. The merger, which is subject to normal and customary conditions as well as completion of due diligence by Unisource, is expected to be consummated within ninety days. -more- National Sanitary Supply Company is the largest specialized distributor in the United States of sanitary maintenance products, with annual revenues in excess of $300 million. National distributes chemical cleaning compounds, paper and packaging products and other maintenance supplies and equipment to a wide variety of customers. Several of the cleaning chemicals and floor care products are proprietary formulations sold under the National Sanitary Supply Company brand name. Unisource is the largest marketer and distributor of paper and supply systems products in North America, with annual revenues in excess of $7 billion. The company's supply systems business provides plastic films and containers, corrugated containers, packaging equipment and supplies, and sanitary maintenance products to customers in the manufacturing, food processing, health care, hospitality and other industries. The merger positions Unisource as the largest distributor of sanitary maintenance supplies in North America. "National Sanitary is a perfect fit with our strategy to grow our supply systems business, and particularly the sanitary maintenance segment," said Ray B. Mundt, chairman and chief executive officer of Unisource. "Since the beginning of our fiscal year, we have acquired five sanitary maintenance distributors with annualized revenues totaling $30 million. The addition of National Sanitary signals the strength of our commitment to this important market and will play a pivotal role in the advancement of our maintenance supplies initiative." Paul C. Voet, president and chief executive officer of National Sanitary, commented, "Over the past few years, we have built the largest sanitary maintenance distribution business in the nation, but we are still regionally concentrated in the West, Southwest and Midwest. Joining Unisource will further facilitate our growth and expand our geographic reach. Unisource's extensive distribution network will enable us to offer our specialized products and services to customers throughout North America." -more- Unisource Worldwide, Inc. (http://www.unisourcelink.com), is headquartered in Berwyn, Pennsylvania. National Sanitary Supply Company and Chemed Corporation are headquartered in Cincinnati, Ohio. # # # -----END PRIVACY-ENHANCED MESSAGE-----