-----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, G00ltfz0YZI2DtXFro9nRekySMSENJIWsfDbrLjP/8fpqksKQQ7YPxl+Y2mQQg1O pUZXIaoQDJSwZ8Kvfc7YTA== /in/edgar/work/20000720/0000912057-00-032599/0000912057-00-032599.txt : 20000920 0000912057-00-032599.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-032599 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000707 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEMIS CO INC CENTRAL INDEX KEY: 0000011199 STANDARD INDUSTRIAL CLASSIFICATION: [2670 ] IRS NUMBER: 430178130 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05277 FILM NUMBER: 676054 BUSINESS ADDRESS: STREET 1: 222 S 9TH ST STE 2300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4099 BUSINESS PHONE: 6123763000 MAIL ADDRESS: STREET 2: 222 S 9TH STREET SUITE 2300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4099 8-K 1 a8-k.txt 8-K UNITED STATES 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 - July 7, 2000 (Date of earliest event reported) BEMIS COMPANY, INC. (Exact name of Registrant as specified in its charter) Commission File Number 1-5277 Missouri 43-0178130 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 222 South 9th Street, Suite 2300, Minneapolis, Minnesota 55402-4099 (Address of principal executive offices) Registrant's telephone number, including area code: (612) 376-3000 ITEM 5 - OTHER EVENTS BEMIS TO ACQUIRE SPECIALTY PLASTIC FILMS BUSINESS FROM VISKASE COMPANIES, INC. On July 7, 2000, Bemis Company, Inc. announced that it has signed a definitive agreement to acquire the specialty plastic films business of Viskase Companies, Inc., which supplies a variety of shrinkable barrier bags, films, and cook-in-bags to fresh beef, pork, and poultry processors. It had net sales of approximately $150 million in 1999. The transaction will be an asset purchase in which Bemis will pay approximately $228 million in cash for the business. The Company expects to finance this transaction initially with commercial paper backed up by a short-term bank commitment and then later this year replace this financing with a public debt offering. Excluded from the assets being acquired are $17 million in accounts receivable which will remain with the seller. The acquisition is expected to be moderately dilutive to reported earnings per share in the first full year and accretive after that. The transaction is subject to customary conditions, including the receipt of governmental and third party consents, and is expected to close in August 2000. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS C. Exhibits 99. Press Release dated July 7, 2000. SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BEMIS COMPANY, INC. By /s/ Benjamin R. Field, III By /s/ Gene C. Wulf ----------------------------------- -------------------------- Benjamin R. Field, III, Senior Vice Gene C. Wulf, Vice President President, Chief Financial Officer and Controller and Treasurer Date July 19, 2000 Date July 19, 2000 EX-99 2 ex-99.txt EXHIBIT 99 EXHIBIT 99 - PRESS RELEASES DATED JULY 7, 2000 - ------------------------------------------------ BEMIS COMPANY, INC. 222 South Ninth Street Suite 2300 Minneapolis, MN 55402-4099 For additional information please contact: Benjamin R. Field, Sr. Vice President & CFO (612) 376-3003 July 7, 2000 FOR IMMEDIATE RELEASE BEMIS TO ACQUIRE SPECIALTY PLASTIC FILMS BUSINESS FROM VISKASE COMPANIES, INC. Bemis Company, Inc. (NYSE-BMS) today announced that it has signed a definitive agreement to acquire the specialty plastic films business of Viskase Companies, Inc., which supplies a variety of shrinkable barrier bags, films and cook-in bags to fresh beef, pork, and poultry processors. It had net sales of approximately $150 million in 1999. The transaction will be an asset sale in which Bemis will pay approximately $228 million in cash for the business. Excluded from the assets being acquired are $17 million in accounts receivable currently on Viskase's books. The acquisition is expected to be moderately dilutive to reported earnings per share in the first full year and accretive after that. On a cash earnings per share basis, the transaction is expected to be neutral in the first full year. Commenting on the announcement, Jeffrey H. Curler, President and Chief Executive Officer of Bemis said, "We are very enthusiastic about the opportunities this acquisition presents to Bemis. Viskase has strong and complex technologies that both complement and extend the technologies employed in our very successful high barrier flexible packaging business. The Viskase product line brings to Bemis immediate access to important fresh meat markets and is a natural extension of the strong position and relationships we have in the processed meat, cheese, and poultry markets. We are also excited about the new products that we expect will come out of the combined technologies of Viskase and Bemis. The acquisition will advance our capabilities to provide a broader range of products that are high on the value-added packaging chain. We expect the strong margins this business should generate will enable us fairly quickly to reduce the initial earnings dilution of the acquisition. We have been interested in the specialty film business of Viskase for several years and are pleased to now be acquiring it. In addition to the tremendous opportunities available to us by combining our unique technologies, this acquisition helps expand the geographic "reach" of our flexible packaging operations. Included in the acquisition are profitable manufacturing facilities in Swansea, U.K. and Sao Paulo, Brazil. We expect the Brazilian plant to work closely with ITAP/Bemis, the flexible packaging joint venture we already have in Brazil with our partner, Dixie Toga." Statements in this press release which are not historical are considered "forward looking" and are subject to certain risks and uncertainties including, but not limited to, the Company's ability to increase sales at the acquired business, to improve operating margins, and to successfully develop and introduce to the market new products and technologies as a result of the acquisition. Other risks and uncertainties will be noted from time to time in the Company's regular SEC filings. Bemis Company is a major supplier of flexible packaging and pressure sensitive materials used by leading food, consumer products, manufacturing, and other companies worldwide. -----END PRIVACY-ENHANCED MESSAGE-----