-----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, PR27V6dsufa+nAtfzJp8prb/FAGFBxOJooiVNe+lpEhk3jm7J0eRGx0jtHhalsrt SpN866mxUF+4I0GG4ePqBw== 0000921530-99-000180.txt : 19990922 0000921530-99-000180.hdr.sgml : 19990922 ACCESSION NUMBER: 0000921530-99-000180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990915 ITEM INFORMATION: FILED AS OF DATE: 19990921 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: SEC FILE NUMBER: 333-60989 FILM NUMBER: 99714290 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 FORM 8-K RE AKI, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 15, 1999 AKI Holding Corp. (Exact Name of Registrant as Specified in Charter) Delaware 333-60991 74-2883163 (State or Other Jurisdiction of (IRS Employer Incorporation) (Commission File Number) Identification No.) 1815 East Main Street, Chattanooga, Tennessee 37404 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (423) 624-3301 AKI, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-60989 13-3785856 (State or Other Jurisdiction of (IRS Employer Incorporation) (Commission File Number) Identification No.) 1815 East Main Street, Chattanooga, Tennessee 37404 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (423) 624-3301 ================================================================================ Item 5. On September 15, 1999, AKI, Inc. (the "AKI"), a wholly owned subsidiary of AKI Holding Corp. ("Holding" and together with AKI, the "Company") purchased all of the issued and outstanding shares of common stock, no par value, of RetCom Holdings Ltd., a Delaware corporation ("RetCom"), and all of the issued and outstanding options and other rights to purchase capital stock of and all other equity rights of RetCom and also refinanced the working capital indebtedness of Retcom and its subsidiaries. The purchase price and refinancing of indebtedness were initially financed by borrowings under AKI's credit agreement with Heller Financial, Inc. The Company is exploring options for the longer-term financing of a portion of the borrowings incurred in connection with the acquisition. In addition, on August 9, 1999, the Company announced earnings for the quarter and fiscal year ended June 30, 1999. The Company's press releases issued September 15, 1999 and August 9, 1999 are attached as exhibits hereto and incorporated herein by reference as Exhibits 99.1 and 99.2, respectively. (Certain revisions have been made to the August 9, 1999 press release to correct typographical errors in the summary income statement data and summary balance sheet data). FINANCIAL STATEMENTS AND EXHIBITS. Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated September 15, 1999. 99.2 Press Release, dated August 9, 1999. 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. AKI Holding Corp. (Registrant) Date: September 21, 1999 /S/ WILLIAM J. FOX ------------------------------------------ William J. Fox, Chief Executive Officer AKI, Inc. (Registrant) Date: September 21, 1999 /S/ WILLIAM J. FOX ------------------------------------------ William J. Fox, Chief Executive Officer EX-99 2 EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 For Immediate Release ARCADE MARKETING, INC. ANNOUNCES ACQUISITION New York, N.Y., September 15, 1999 - Arcade Marketing Inc., the interactive advertising specialists, widely recognized for cutting-edge sampling technologies, has consummated its agreement with the shareholders of Retcom Holdings Ltd. and acquired its businesses; terms not disclosed. William J. Fox, Chairman & CEO of Arcade stated that "the businesses acquired by Arcade include a portfolio of sampling systems catering to the fragrance, cosmetics and personal care industries, as well as microencapsulation activities. Additionally, a creative service ("Concepts") division that handles marketing communications, catalogs, database marketing and a multi-media division for merchandising at point-of-sale are included." The acquired businesses originated in 1970 and are headquartered in New York with operations in the U.S. and Europe. The largest division offers proprietary, patented and patent pending sampling systems that include MicroSilk(TM), MicroDot(TM), Snap and Powder(TM), ColorDot(TM) and Ascent(TM). The turnaround of these businesses is largely attributed to the stewardship (as CEO) of Jay Gartlan. Mr. Gartlan has joined Arcade as Senior Vice President and will also head up the Concepts Division. Arcade plans to integrate the acquired products into its diversified product group. Mr. Fox explained that "this combination will enhance Arcade's proprietary portfolio, further enabling Arcade to offer its customers the most sophisticated and diversified range of multi-sensory products available anywhere in the world." With out-of-the-box thinking as the watchword, Arcade is firmly established as the leader in multi-sensory marketing with interactive products that engage touch, sight, sound and olfactory. With nearly a century of experience in developing innovative solutions for the marketplace, the company is, at the same time, the world's foremost producer of sampling systems for the fragrance, cosmetic, personal care, sun care, household products and food and beverage industries. Arcade Marketing Inc. is headquartered in New York with sales and associated manufacturing facilities in Tennessee, California, Paris, London, Sydney and Rio de Janeiro. Press Contact Name/Tel # Laura Condolora (212) 421-1029 EX-99 3 EXHIBIT 99.2 - PRESS RELEASE Exhibit 99.2 Contact: Kenneth A. Budde Chief Financial Officer AKI, Inc. (423)624-3301 For Immediate Release --------------------- AKI HOLDING CORP. AND ITS WHOLLY OWNED SUBSIDIARY AKI, INC. FOURTH QUARTER EARNINGS ANNOUNCED New York, August 9 -- AKI today announced fourth quarter results for the period ended June 30, 1999. In June 1998, AKI, Inc., issued $115 million of 10 1/2% Senior Notes due 2008 and AKI Holding Corp. issued $50 million of 13 1/2% Senior Discount Debentures due 2009. These issues were completed under Rule 144A of the Securities Act of 1933 and the company has completed an exchange offer for these securities as prescribed by the terms of the offerings. Net sales for the fourth quarter ended June 30, 1999, increased $2.9 million, or 20.6 percent, to $17.0 million compared with $14.1 million in the 1998 period. The net sales increase resulted from increases in the sales of cosmetic sampling system products offset partially by the strength of the U.S. dollar. Earnings before interest, taxes, depreciation and amortization ("EBITDA") increased $0.3 million or 15.0 percent to $2.3 million compared with $2.0 million for 1998. The increase in EBITDA resulted primarily from the gross profit associated with the increased sales and decreases in raw material costs, partially offset by increased costs associated with the outsourcing of European production and increased selling, general and administrative costs reflecting increases in sales staffing and commissions and net increases in executive compensation following the acquisition of the company and the strength of the U.S. dollar. Net sales for the year ended June 30, 1999, increased $14.7 million, or 20.6 percent, to $86.0 million compared with $71.3 million in the 1998 period. The net sales increase resulted from increases in the sales of cosmetic sampling system products and sales to the consumer products industry offset partially by the strength of the U.S. dollar. EBITDA increased $3.7 million or 22.6 percent to $20.1 million compared with $16.4 million for 1998. The increase in EBITDA resulted primarily from the gross profit associated with the increased sales and decreases in raw material costs, partially offset by increased costs associated with the outsourcing of European production, and increased selling, general and administrative costs reflecting increases in sales staffing and commissions and net increases in executive compensation following the acquisition of the company and the strength of the U.S. dollar. Statements made in this press release that state the company's or management intentions, beliefs, expectations of predictions for the future are forward-looking statements. It is important to note that the company's actual results could differ materially from those projected in such forward-looking statements. In addition to the factors set forth above, other important factors that could cause actual results to differ materially include, but are not limited to general economic and business conditions, industry trends, the loss of major customers or suppliers, the timing of orders received from customers, cost and availability of raw materials, changes in business strategy or development plans, availability and quality of management, and availability, terms and deployment of capital. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the company's SEC filings. Copies of these filings may be obtained by contacting the company or SEC. The company disclaims any intention or obligation to update or review any forward-looking statements, whether as a result of new information, future events or otherwise. AKI, INC. JUNE 30, 1999 (In thousands)
Three months Year I. ended June 30 II. Ended June 30 1998 1999 1998 1999 Summary Income Statement Data Net Sales 14,084 16,988 71,252 85,967 Gross profit 3,479 5,697 23,925 30,768 Selling, general & administrative expenses 2,405 4,167 11,290 14,500 Income from operations 104 378 9,966 11,662 Interest expense 6,106 3,276 13,915 13,028 Net (loss) (4,124) (2,175) (3,661) (2,591) Other data Depreciation & amortization 1,947 1,926 6,410 8,487 Capital expenditures 259 426 1,321 2,856 EBITDA 2,051 2,304 16,376 20,149 Summary Balance Sheet Data: Cash 1,641 7,015 Current assets 23,630 29,295 Total assets 211,038 210,853 Current liabilities 10,785 14,442 Long-term debt, excluding current portion 116,489 116,349 Total liabilities 131,417 134,131 Stockholders equity 79,621 76,722 A full report will be available in the Form 10-K to be filed with the securities and Exchange Commission. August 9, 1999
AKI Holding Corp. JUNE 30, 1999 (In thousands) Three months Year III. Ended June 30 IV. Ended June 30 1998 1999 1998 1999 Summary Income Statement Data Net Sales 14,084 16,988 71,252 85,967 Gross profit 3,479 5,697 23,925 30,768 Selling, general & administrative expenses 2,405 4,167 11,290 14,500 Income from operations 104 378 9,966 11,662 Interest expense 6,164 4,237 13,973 16,740 Net (loss) (4,163) (2,849) (3,700) (5,116) Other data Depreciation & amortization 1,947 1,926 6,410 8,487 Capital expenditures 259 426 1,321 2,856 EBITDA 2,051 2,304 16,376 20,149 Summary Balance Sheet Data: Cash 3,842 7,015 Current assets 25,831 29,295 Total assets 214,521 213,579 Current liabilities 10,785 14,442 Long-term debt, excluding current portion 142,509 146,000 Total liabilities 157,437 163,782 Stockholders equity 57,084 49,797 A full report will be available in the Form 10-K to be filed with the securities and Exchange Commission. August 9, 1999
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