-----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, DGcAC1WRVLTIA4moFgPyBhQMLTYCo6CcfjPwfMqwJgf++PD8YCx1FI3dxyPLE09J uOM1Cv8JegmDNAcpchKE/Q== 0000909518-04-000628.txt : 20040727 0000909518-04-000628.hdr.sgml : 20040727 20040723163840 ACCESSION NUMBER: 0000909518-04-000628 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040721 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AKI INC CENTRAL INDEX KEY: 0001067549 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133785856 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-60989 FILM NUMBER: 04929325 BUSINESS ADDRESS: STREET 1: 1815 EAST MAIN STREET CITY: CHATTANOOGA STATE: TN ZIP: 37404 BUSINESS PHONE: 4236243301 MAIL ADDRESS: STREET 1: 1815 EAST MAIN STREET CITY: CHATTANOOGA STATE: TN ZIP: 37404 8-K 1 aki7-22_8k.txt ================================================================================ 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): July 21, 2004 AKI, INC. ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE --------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-60989 13-3785856 ------------------------ ---------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) CHATTANOOGA, TN 37404 --------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) (423) 624-3301 --------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A ----------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 5. OTHER EVENTS. On July 21, 2004, AHC I Acquisition Corp., the indirect parent ("Parent") of AKI, Inc. issued a press release announcing a material transaction. The press release is filed herewith as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable (b) Not applicable (c) Exhibits 99.1 Press Release dated July 21, 2004. 2 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: July 22, 2004 AKI, INC. By: /s/ Kenneth A. Budde --------------------------------- Name: Kenneth A. Budde Title: Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) 3 EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Press Release dated July 21, 2004. 4 EX-99 2 aki7-22ex_99.txt 99.1 Exhibit 99.1 ARCADE MARKETING, INC. PRESS RELEASE July 21, 2004 FROM: Arcade Marketing Inc. 1700 Broadway New York, NY 10019 www.arcadeinc.com CONTACT: Louis Zafonte 212 541 2658 lzafonte@arcadeinc.com - -------------------------------------------------------------------------------- ARCADE TO BECOME UNIT OF SPECIALTY PRINTING ------------------------------------------- AND MARKETING SERVICES ENTERPRISE --------------------------------- ARCADE MARKETING WILL CONTINUE TO FOCUS ON PRODUCT INNOVATION AND VALUE-ADDED SOLUTIONS FOR ITS CUSTOMERS NEW YORK, NY, JULY 21, 2004 - ARCADE Marketing, Inc. announced today that it will become a unit of a newly created dynamic specialty printing and marketing services enterprise co-owned by Kohlberg Kravis Roberts & Co. (KKR) and DLJ Merchant Banking Partners, an affiliate of Credit Suisse First Boston's Alternative Capital Division (DLJMBP). The new group will consist of three leading printing and marketing services entities poised to grow organically and through acquisitions: ARCADE, the global leader in multi-sensory marketing and interactive sampling systems produced primarily for the fragrance, cosmetics, and consumer packaged goods industries; Jostens, Inc., the market leader in yearbooks, class rings, and graduation products; Von Hoffmann Corporation, leading printer of educational textbooks and supplemental materials and its subsidiary Lehigh Press, which specializes in book components and direct marketing print services through Lehigh Direct. Each of these companies is currently owned by DLJMBP and will become part of one group enterprise through a recapitalization of Jostens and the acquisitions of ARCADE and Von Hoffmann. This new group enterprise, which will be renamed at the time of the mergers, will be led by industry veteran Marc L. Reisch, who has been highly successful in growing specialty printing and marketing services businesses. He is currently a senior advisor of KKR and the Chairman of Yellow Pages Group, Canada's largest telephone directories publisher. He formerly served as the Chairman and CEO of the North American division of Quebecor World Inc., one of the largest commercial printers in the world. "The combination of ARCADE Marketing with Jostens and Von Hoffmann into this new strategic growth enterprise is a strong fit between market leading companies," said William J. Fox, Chairman and CEO of ARCADE Marketing. "All three companies share a rich history of providing superior value and innovative business solutions to our respective markets and customers. Our dedication to innovation and our customer-centric philosophy will remain unchanged. ARCADE will continue to operate separately as a business unit within the new group. Our entire management team at ARCADE is looking forward to working with Marc and could not be more enthused about the opportunities which the creation of this enterprise will afford our customers. This combination will provide a greater breadth of resources to support ARCADE's ongoing strategy of aggressive research and development of new products, and creation of value-added solutions for our customers." Mr. Reisch, who will be Chairman and CEO of the group's holding company, said, "After looking at numerous opportunities, KKR and I decided to approach DLJMBP with this creative structure for combining three strong assets into one growth enterprise. We believe there is tremendous opportunity to build a specialty printing and marketing services company that takes advantage of significant cost benefits from combined scale, but that is focused on both organic and acquisition growth. Jostens, ARCADE and Von Hoffmann will each have its own management team and business plan to address a distinct customer base. I am delighted that my long-term relationship with KKR has led to this opportunity, and I am pleased to have the chance to work with DLJMBP as well as the management and employees of Jostens, ARCADE and Von Hoffmann." The merger is expected to close in the fall and is subject to customary closing conditions. ARCADE Marketing is the global leader in multi-sensory marketing and interactive sampling systems produced primarily for the fragrance, cosmetics, and consumer packaged goods industries. With more than a one hundred year history of innovation and excellence in service to its customers, ARCADE Marketing is widely recognized as the pioneering developer of interactive, olfactory and product sampling, and now offers twenty-seven different sampling technologies. These unique trial vehicles were developed by ARCADE's in-house research laboratories, whose efforts have resulted in the issuance of over 60 domestic and international patents. Best known for its ScentStrip(R) sampler, ARCADE also offers LiquaTouch(R), DiscCover(R), BeautiSeal(R), BeautiTouch(R), ShadeSeal(R), PowdaTouch(R), and many other proprietary sampling devices, all designed to increase sales and generate greater brand recall. ISO 9001:2000 certified, FDA registered, and cGMP compliant, ARCADE is headquartered in New York City and has primary manufacturing facilities in Chattanooga, Tennessee and Baltimore, Maryland. Additional manufacturing and sales offices are located in France, the United Kingdom, Australia, Japan and Brazil. For further information contact: lzafonte@arcadeinc.com. 2 -----END PRIVACY-ENHANCED MESSAGE-----