-----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, GPunOfzJXnFTdK6keAWbpLPEbg9WI9HkJzGK0uSBfaE9XkpgAGxTyqONv+1uISqa mvF1+J6oeEmMMqLok+fH4A== 0001104659-07-058969.txt : 20070806 0001104659-07-058969.hdr.sgml : 20070806 20070806093609 ACCESSION NUMBER: 0001104659-07-058969 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070731 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070806 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: 071025748 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 a07-20694_28k.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 31, 2007
(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.)

 

One Neenah Center, 4th Floor, P.O. Box 669, Neenah, Wisconsin  54956-0669
 (Address of principal executive offices)

Registrant’s telephone number, including area code: (920) 727-4100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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

On July 31, 2007, Bemis Company, Inc. issued a press release announcing its entry into an accelerated share repurchase agreement with Goldman, Sachs & Co. for the repurchase of four million shares of Bemis Company, Inc. common stock.  A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.

On August 3, 2007, Bemis Company, Inc. issued a press release announcing the initial purchase price for the repurchase of four million shares of Bemis Company, Inc. common stock under the previously announced accelerated share repurchase agreement with Goldman, Sachs & Co.  A copy of the press release is attached as Exhibit 99.2 to this current report on Form 8-K.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

The July 31, 2007, Bemis Company, Inc. press release announcing the accelerated share repurchase agreement, is furnished as Exhibit 99.1 to this report.

The August 3, 2007, Bemis Company, Inc. press release announcing the completion of the accelerated share repurchase agreement and the initial purchase price, is furnished as Exhibit 99.2 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, Senior Vice President
  and Chief Financial Officer

 

 

 

Stanley A. Jaffy, Vice President
  and Controller

 

 

 

 

 

 

 

Date  August 3, 2007

 

 

 

    Date  August 3, 2007

 

 



EX-99.1 2 a07-20694_2ex99d1.htm EX-99.1

EXHIBIT 99.1

PRESS RELEASE  DATED July 31, 2007

BEMIS COMPANY, INC.
One Neenah Center, 4th Floor
P.O. Box 669
Neenah, WI 54956-0669

For additional information please contact:
Melanie E. R. Miller
Vice President, Investor Relations
and Treasurer
(612) 376-3030

FOR IMMEDIATE RELEASE

BEMIS COMPANY ENTERS INTO ACCELERATED SHARE REPURCHASE AGREEMENT TO PURCHASE FOUR MILLION SHARES OF BEMIS COMMON STOCK

NEENAH, WISCONSIN, July 31, 2007 — Bemis Company, Inc. (NYSE: BMS) announced today that it has entered into an accelerated share repurchase agreement with Goldman, Sachs & Co. (“Goldman”) for the repurchase of four million shares of Bemis common stock.  This transaction will substantially exhaust the existing authorization for share repurchase approved by Bemis’ Board of Directors.

Under the terms of the accelerated share repurchase agreement, Goldman will deliver the full number of shares to be repurchased on August 3, 2007.  Goldman will borrow the shares and, over a period not to exceed six months, will repurchase shares in the open market to cover its position with the share lenders.  Upon completion, the accelerated share repurchase is subject to a price adjustment.  At that time, Bemis may receive, or be required to pay, a price adjustment based on the adjusted volume weighted average price of Bemis common stock during the repurchase period.  If Bemis is required to make a payment, it may elect to settle the price adjustment in shares or in cash.  The earnings per share impact of this transaction has been considered in management’s earnings per share guidance announced in its second quarter earnings press release earlier today.

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 2006 net sales of $3.6 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.  Headquartered in Neenah, Wisconsin, Bemis employs about 15,700 individuals in 55 manufacturing facilities in 10 countries around the world.  More information about the Company is available at our website, www.bemis.com.



EX-99.2 3 a07-20694_2ex99d2.htm EX-99.2

EXHIBIT 99.2

PRESS RELEASE  DATED August 3, 2007

BEMIS COMPANY, INC.
One Neenah Center, 4th Floor
P.O. Box 669
Neenah, WI 54956-0669

For additional information please contact:
Melanie E. R. Miller
Vice President, Investor Relations
and Treasurer
(612) 376-3030

FOR IMMEDIATE RELEASE

BEMIS COMPLETES REPURCHASE OF FOUR MILLION SHARES

NEENAH, WISCONSIN, August 3, 2007 — Bemis Company, Inc. (NYSE: BMS) announced today that it has repurchased four million shares of Bemis common stock at an initial purchase price of $117.9 million or $29.47 per share. The shares were repurchased as part of an accelerated share repurchase agreement with Goldman, Sachs & Co. as previously announced in a press release dated July 31, 2007.

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 2006 net sales of $3.6 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.  Headquartered in Neenah, Wisconsin, Bemis employs about 15,700 individuals in 55 manufacturing facilities in 10 countries around the world.  More information about the Company is available at our website, www.bemis.com.



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