0000913849-12-000213.txt : 20120413 0000913849-12-000213.hdr.sgml : 20120413 20120413092245 ACCESSION NUMBER: 0000913849-12-000213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120413 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120413 DATE AS OF CHANGE: 20120413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCO BRANDS CORP CENTRAL INDEX KEY: 0000712034 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 362704017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08454 FILM NUMBER: 12757570 BUSINESS ADDRESS: STREET 1: 300 TOWER PARKWAY CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 847-484-4800 MAIL ADDRESS: STREET 1: 300 TOWER PARKWAY CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: ACCO WORLD CORP DATE OF NAME CHANGE: 19830106 8-K 1 f8k_041212.htm FORM 8-K f8k_041212.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):  April 13, 2012
 
ACCO BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
____________________________
 
Delaware
 001-08454         
36-2704017
(State or other jurisdiction
of Incorporation)
(Commission File Number)         
(I.R.S. Employer Identification No.)
 
300 Tower Parkway
Lincolnshire, IL
 
60069
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (847) 541-9500
 
Not Applicable
(Former name or former address, if changed since last report)
 
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:
 
 
x
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))
 
 
 
 

 
 
Section 8—Other Events
 
Item 8.01.
Other Events.
 
On April 13, 2012, ACCO Brands Corporation (the “Company”) issued a press release announcing, among other things, that MeadWestvaco Corporation (“MWV”) had received a favorable private letter ruling from the Internal Revenue Service, which is one of the conditions to consummating the pending merger of the Consumer & Office Products business of MWV with the Company  (the “Merger”).  The press release relating to the Company’s announcement is filed herewith as Exhibit 99.1 and incorporated herein.  Completion of the Merger remains subject to the satisfaction or waiver of certain other conditions, including the approval of the Merger by the Company’s shareholders.
 
Section 9—Financial Statements and Exhibits
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
Exhibit 99.1—Press release dated April 13, 2012
 
 
 
 

 
 
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.
 
 
ACCO BRANDS CORPORATION
(Registrant)
 
       
Date:  April 13, 2012
By:
 /s/Neal V. Fenwick  
    Name:  Neal V. Fenwick  
    Title:     Executive Vice President
             and Chief Financial Officer
 
       
 
 
 
 

 
 
 

 

INDEX TO EXHIBITS
 
Exhibit
 
 
99.1
Press release dated April 13, 2012
 
 
 
 
 

 

EX-99.1 2 ex99-1.htm PRESS RELEASE DATED APRIL 13, 2012 ex99-1.htm
EXHIBIT 99.1
 
FOR IMMEDIATE RELEASE
 
ACCO BRANDS ANNOUNCES TICKER SYMBOL CHANGE
AND SATISFACTION OF KEY CONDITION TO PENDING MERGER
 
 
 
·   Ticker symbol change expected to be effective May 1, 2012
 
LINCOLNSHIRE, ILLINOIS, April 13, 2012  – ACCO Brands Corporation (NYSE:ABD), a world leader in branded office products, today announced that in conjunction with the anticipated closing of the pending merger of a wholly owned subsidiary of ACCO Brands with MeadWestvaco’s Consumer & Office Products business, its NYSE ticker symbol will change to “ACCO.”  The new symbol is expected to become effective as of the opening of NYSE trading on Tuesday, May 1, 2012.
 
The new ACCO ticker symbol now matches the widely recognized ACCO Brands name. “The investing public and our customers know us as ACCO Brands,” said Chairman and Chief Executive Officer Robert J. Keller.  “Our new trading symbol will be another positive step in our transformation.”
 
As previously announced, on November 17, 2011, ACCO Brands and MeadWestvaco Corporation (NYSE: MWV) signed a definitive agreement to merge MeadWestvacos Consumer & Office Products business into ACCO Brands.  Today MWV announced that it has received a ruling from the Internal Revenue Service confirming the tax-free nature of the distribution of 50.5 percent of the outstanding shares of common stock of ACCO Brands to MWV shareholders, which distribution will be made upon the merger becoming effective.
 
Completion of the merger remains subject to the satisfaction or waiver of certain conditions, including the approval of the merger by ACCO Brandsshareholders at a special meeting of shareholders scheduled for April 23, 2012. If the merger is approved, the new shares to be issued will begin trading on a when-issued basis April 24, 2012, under the NYSE ticker symbol “ACCO wi.”  Assuming the merger is completed before May 1, 2012, it is anticipated that, effective upon the opening of regular trading on May 1, 2012, all shares of ACCO Brands common stock will trade under the new ticker symbol “ACCO.”
 
About ACCO Brands Corporation
 
ACCO Brands Corporation is a world leader in branded office products. Its industry-leading brands include Day-Timer®, Swingline®, Kensington®, Quartet®, GBC®, Rexel, NOBO, Derwent, Marbig and Wilson Jones®, among others. Under the GBC brand, the company is also a leader in the professional print finishing market.
 
Forward-Looking Statements
 
This press release contains certain statements which may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.
 
 
 
 

 
 
These forward-looking statements are subject to certain risks and uncertainties, are made as of the date hereof and the company assumes no obligation to update them.
 
Forward-looking statements relating to the proposed merger involving ACCO Brands and the Consumer & Office Products business of MeadWestvaco Corporation include, but are not limited to: statements about the benefits of the proposed merger, including future financial and operating results; ACCO Brands’ plans, objectives, expectations and intentions; the expected timing of completion of the merger; and other statements relating to the merger that are not historical facts.  With respect to the proposed merger, important factors could cause actual results to differ materially from those indicated by such forward-looking statements, including, but not limited to: the risk that a condition to closing of the merger may not be satisfied; the length of time necessary to consummate the merger; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected and the impact of additional indebtedness.  These risks, as well as other risks associated with the proposed merger, are more fully discussed in the proxy statement/prospectus included in the registration statement on Form S-4 that ACCO Brands filed with the United States Securities and Exchange Commission (“SEC”) on March 22, 2012 in connection with the proposed merger.
 
In connection with the proposed merger, the registration statement has been declared effective by the SEC. This registration statement includes a proxy statement/prospectus of ACCO Brands that has been mailed to the shareholders of ACCO Brands. Shareholders are urged to read the proxy statement/prospectus and any other relevant documents, because they contain important information about ACCO Brands and the proposed merger.  The proxy statement/prospectus and other documents relating to the proposed merger can be obtained free of charge from the SEC’s website at www.sec.gov. The proxy statement/prospectus and other documents can also be obtained free of charge from ACCO Brands upon written request to ACCO Brands Corporation, Investor Relations, 300 Tower Parkway, Lincolnshire, Illinois 60069, or by calling (847) 484-3020.  
 
This communication is not a solicitation of a proxy from any security holder of ACCO Brands. However, ACCO Brands and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed merger under the rules of the SEC.  Information about the directors and executive officers of ACCO Brands may be found in its 2011 Annual Report on Form 10-K filed with the SEC on February 23, 2012, as amended, and its definitive proxy statement relating to its 2012 Annual Meeting of Shareholders filed with the SEC on March 30, 2012.
 
For further information:

Rich Nelson                                           Jennifer Rice
Media Relations                                     Investor Relations
(847) 484-3030                                    (847) 484-3020