-----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, Nk9zZeW1kp0jfwHFv0Kq7xXcQ5u3C5sfrvEIqmiWFqwlA1EAlIT/1VYb1ZZ+cz/m VIx278/MU7eOVe82hl+NPQ== 0001104659-03-016273.txt : 20030731 0001104659-03-016273.hdr.sgml : 20030731 20030731140937 ACCESSION NUMBER: 0001104659-03-016273 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030714 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEMIS CO INC CENTRAL INDEX KEY: 0000011199 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 430178130 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05277 FILM NUMBER: 03814114 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 a03-1681_18k.htm 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 14, 2003

(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
incorporation or organization)

 

(IRS Employer
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, UPM-Kymmene terminate purchase and sale agreement for pressure sensitive materials business segment.

 

On August 21, 2002, Bemis Company, Inc. (the Company) announced that it had signed a definitive agreement to sell its pressure sensitive materials business, known as Morgan Adhesives Company (MACtac), to UPM-Kymmene.  On April 15, 2003, the U.S. Department of Justice filed a complaint seeking an injunction to block the transaction.  In an opinion released July 25, 2003, in the U.S. District Court for the Northern District of Illinois, the U.S. Department of Justice was granted an injunction to block the transaction.  The companies do not plan to appeal the court decision.

 

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

 

C.  Exhibits

 

99.1                           Press Release dated July 25, 2003.

 

99.2                           Notice of blackout period to Bemis plan participants dated July 16, 2003.

 

ITEM 11.  TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS

 

On July 14, 2003, Bemis Company, Inc. received notice of a blackout period, from August 20, 2003 to August 27, 2003, relative to the Bemis Investment Incentive Plan, the Bemis 401(k) Plan, and Bemis Defined Contribution Plan for Hourly Employees.  During the blackout period, participants will be unable to direct or diversify investments, obtain a loan from the Bemis Investment Incentive Plan, or obtain a distribution from the plans.  A copy of the notice that was sent to all Bemis plan participants is attached as an exhibit to this report.

 

2



 

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/ Gene C. Wulf

 

By

/s/ Stanley A. Jaffy

 

 

Gene C. Wulf, Vice President,
Chief Financial Officer
and Treasurer

 

 

Stanley A. Jaffy, Vice President
and Controller

 

Date

July 30, 2003

 

Date

July 30, 2003

 

3


EX-99.1 3 a03-1681_1ex991.htm EX-99.1

EXHIBIT 99.1

 

PRESS RELEASE  DATED July 25, 2003

 

 

BEMIS COMPANY, INC.
222 South Ninth Street
Suite 2300
Minneapolis, MN 55402-4099

 

For additional information please contact:

 

Melanie E. R. Miller
Vice President - Investor Relations
and Assistant Treasurer
(612) 376-3030

 

BEMIS, UPM-KYMMENE TERMINATE PURCHASE AND SALE AGREEMENT FOR PRESSURE SENSITIVE MATERIALS BUSINESS SEGMENT

 

MINNEAPOLIS, MINNESOTA, July 25, 2003 - Bemis Company, Inc. (NYSE-BMS) and UPM-Kymmene (NYSE-UPM) today agreed to terminate their agreement to sell Bemis’ Pressure Sensitive Materials Business to UPM-Kymmene.  The companies entered into a purchase and sale agreement on August 21, 2002.  On April 15, 2003, the U.S. Department of Justice filed a complaint seeking an injunction to block the transaction.  In an opinion released today in the U.S. District Court for the Northern District of Illinois, the Department of Justice was granted an injunction to block the transaction.  The companies do not plan to appeal the court decision.

 

“We are obviously disappointed that the transaction could not be completed,” said Jeff Curler, President and Chief Executive Officer of Bemis Company.  “With this issue now behind us, we will continue to manage our pressure sensitive materials business to improve profitability, strengthen our manufacturing efficiencies, and reestablish a commitment to our customers.”

 

Bemis Company is a leading supplier of flexible packaging and pressure sensitive materials used by food, consumer products, manufacturing, and other companies worldwide.  Founded in 1858, the Company reported 2002 sales of $2.4 billion. More information about the company is available at our website, www.bemis.com.

 


EX-99.2 4 a03-1681_1ex992.htm EX-99.2

EXHIBIT 99.2

 

BLACKOUT NOTICE DATED July 16, 2003

 

(BEMIS)

 

Important Notice Concerning Your Rights

 

Under Your Retirement Plan (the “Plan”)

 

{Date}

 

As a result of servicing enhancements to your retirement plan, you will temporarily be unable to direct or diversify your investments, obtain a loan from the Plan, or obtain a distribution from the Plan.  This period, during which you will be unable to exercise these rights otherwise available under the Plan, is called a “blackout period”.  Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan.

 

The blackout period for the Plan is expected to begin on August 20, 2003 at 3:00 p.m. CDT and expected to end on August 27, 2003 at 8:00 a.m. CDT.

 

During the blackout period you will be unable to direct or diversify the assets held in your Plan account.  For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period.  For your long term retirement security, you should give careful consideration to the importance of a well-balanced and diversified portfolio, taking into account all your assets, income and investments.

 

If you have any questions concerning this notice, please call the Getting There Information Line at 1-877-285-7411.

 


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