-----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, KP+39lSJgptUP38qQ/zNR+FBmalfzEv3qf6HcnJkB8z4p2kULY1bUL9DJ+lknCV1 mYD6mFb1rcQDN6rFzU6rCQ== 0001104659-05-000317.txt : 20050105 0001104659-05-000317.hdr.sgml : 20050105 20050105091946 ACCESSION NUMBER: 0001104659-05-000317 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050105 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 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: 05510504 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 a05-1115_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  —  January 5, 2005

(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

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ogligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

 

ITEM 8.01.  OTHER EVENTS

 

 

(a).                               On January 5, 2005, Bemis Company, Inc. issued a press release, a copy of which is furnished as Exhibit 99 to this report, to announce its acquisition of majority ownership of Dixie Toga, one of the largest packaging companies in South America.  Bemis Company, Inc. will webcast an investor telephone conference regarding this announcement this morning at 11 a.m. (EST).  Individuals may listen to the call on the Internet at www.bemis.com under “Investor Relations.”  However, they are urged to check the website ahead of time to ensure their computers are configured for the audio stream.  Instruction for obtaining the required, free, downloadable software are available in a pre-event system test on the site.

 

 

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

 

(c).                               The January 5, 2005, Bemis Company, Inc. press release is furnished as Exhibit 99 to this report.

 

 

 

 

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

January 5, 2005

 

Date

January 5, 2005

 

 

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EX-99 2 a05-1115_1ex99.htm EX-99

Exhibit 99

EXHIBIT 99  —  PRESS RELEASE  DATED JANUARY 5, 2005

 

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

 

FOR IMMEDIATE RELEASE

 

BEMIS COMPANY ACQUIRES MAJORITY OWNERSHIP OF DIXIE TOGA, EXPANDING PRESENCE IN SOUTH AMERICAN PACKAGING MARKET

 

MINNEAPOLIS, January 5, 2005 - Bemis Company, Inc. (NYSE-BMS) today announced that it has acquired majority ownership of Dixie Toga, one of the largest packaging companies in South America.  Headquartered in São Paulo, Brazil, Dixie Toga recorded annual net sales in excess of $300 million in 2004.

 

In this transaction, Bemis acquired the voting common stock and 43 percent of the outstanding, non-voting preferred stock of Dixie Toga for a total cash price of approximately $250 million, which was financed with commercial paper.

 

Bemis and Dixie Toga have operated a flexible packaging joint venture in Brazil since 1998.  This venture, known as Itap/Bemis, represents about one-third of Dixie Toga’s annual net sales.  Bemis owns 45 percent of the joint venture and will account for it on an equity basis for the year 2004.  In addition to the flexible packaging joint venture, Dixie Toga operates businesses involved in production of laminated plastic tubes, thermoformed and injection molded containers, printed labels and printed folding cartons.

 

“The Dixie Toga business is an exciting addition to Bemis Company and further strengthens our position as the leading flexible packaging supplier in North America and South America,” said Jeff Curler, President and Chief Executive Officer of Bemis Company, Inc.  “The Dixie Toga operations are well managed, growing businesses with leading market positions and strong customer relationships.  This business is achieving strong revenue growth and profit margins through a combination of new product introductions, focused cost control and improved production efficiencies.  While some of these product lines are new to our global packaging portfolio, we expect to continue to operate them as a value-added part of our South American market strategy.”

 

Bemis expects this acquisition to be modestly accretive to earnings per share in 2005 and to result in a ratio of total debt to total capitalization within its target range of 30 percent to 40 percent at the acquisition date.  Management plans to refinance a portion of Bemis’ outstanding commercial paper debt in the public bond market in the first half of 2005, which will extend the maturity of the acquisition financing.

 

Bemis Company, Inc. will Webcast an investor telephone conference regarding this acquisition this morning, January 5th, at 11 a.m., Eastern Time.  Individuals may listen to the call on the Internet at www.bemis.com under “Investor Relations”.  However, they are urged to check the website ahead of time to ensure their computers are configured for the audio stream.  Instructions for obtaining the required, free, downloadable software are available in a pre-event system test on the site.

 

Statements in this release that are not historical are considered “forward-looking” and are subject to certain risks and uncertainties.  Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including the impact of currency, the cost of debt, and the availability of public debt markets.   Additional factors are detailed in the Company’s regular SEC filings including the most recently filed Form 10-K for the year ended December 31, 2003.

 

Dixie Toga is the leading packaging company in South America, specializing in flexible packaging, injection molded containers, laminated tubes, printed labels, and folding cartons.  Dixie Toga employs over 3,000 people in South America.  Dixie Toga operates nine manufacturing plants in Brazil and two in Argentina.  The non-voting preferred shares are traded publicly on the Brazilian Bovespa Exchange.

 

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Bemis Company is a major supplier of flexible packaging and pressure sensitive materials used by leading food, consumer products, manufacturing, and other companies worldwide.  Founded in 1858, the Company reported 2003 net sales of $2.6 billion.  The Company’s flexible packaging business has a strong technical base in polymer chemistry, film extrusion, coating and laminating, printing and converting. The Company’s pressure sensitive materials business specializes in adhesive technologies.  Based in Minneapolis, Minnesota, Bemis employs about 12,000 individuals in 52 manufacturing facilities in nine countries around the world.  More information about the company is available at our website, www.bemis.com.

 

 

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