-----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, H6q1MXBQDqELBK6i1cUVofAvaho0qguaBUNqGsiuqG25nNV2uAwKGd74tpkdnKlp lr5sgDU8qUarg5PdzwQPZw== 0000912057-97-030930.txt : 19970918 0000912057-97-030930.hdr.sgml : 19970918 ACCESSION NUMBER: 0000912057-97-030930 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-33123 FILED AS OF DATE: 19970916 EFFECTIVENESS DATE: 19970916 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL & HOWELL CO CENTRAL INDEX KEY: 0000899596 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 363875177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-35777 FILM NUMBER: 97681459 BUSINESS ADDRESS: STREET 1: 5215 OLD ORCHARD RD CITY: SKOKIE STATE: IL ZIP: 60077 BUSINESS PHONE: 7084707660 FORMER COMPANY: FORMER CONFORMED NAME: BELL & HOWELL HOLDINGS CO DATE OF NAME CHANGE: 19930326 S-1MEF 1 S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1997 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ BELL & HOWELL COMPANY (Exact name of registrant as specified in its charter) DELAWARE 7375 36-3875177 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of Classification Code Number) Identification incorporation or organization) Number)
5215 OLD ORCHARD ROAD, SKOKIE, ILLINOIS 60077-1076 (847) 470-7660 (Address, including zip code, and telephone number, including area code, of registrant's executive offices) JAMES P. ROEMER BELL & HOWELL COMPANY 5215 OLD ORCHARD ROAD, SKOKIE, ILLINOIS 60077-1076 (847) 470-7660 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ COPIES TO: WILLIAM J. MCGRATH, P.C. KIRK A. DAVENPORT, ESQ. McDermott, Will & Emery Latham & Watkins 227 West Monroe Street 885 Third Avenue Chicago, Illinois 60606-5096 New York, New York 10022 (312) 372-2000 (212) 906-1200 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this registration statement. ------------------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /X/ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-33123 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ------------------------ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM AMOUNT TO MAXIMUM AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF BE OFFERING PRICE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE Common Shares (par value $.001 per share)........................... 131,883 shares $28.406 $3,746,268.50 $1,136
(1) Includes 19,783 shares subject to an over-allotment option granted to the Underwriters. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (Reg. No 333-33123) filed by Bell & Howell Company (the "Company") with the Securities and Exchange Commission on August 7, 1997, as amended, which was declared effective on September 15, 1997, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Skokie, Illinois on September 16, 1997. BELL & HOWELL COMPANY By: /s/ STUART T. LIEBERMAN ----------------------------------------- Stuart T. Lieberman VICE PRESIDENT, CONTROLLER, AND CHIEF ACCOUNTING OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons or their attorneys-in-fact in the capacities indicated on the 16th day of September, 1997.
SIGNATURE TITLE - ------------------------------ -------------------------- * - ------------------------------ Chairman of the Board William J. White * - ------------------------------ President, Chief Executive James P. Roemer Officer and Director * Executive Vice President, - ------------------------------ Chief Financial Officer Nils A. Johansson and Director * Vice President, Controller - ------------------------------ and Chief Accounting Stuart T. Lieberman Officer * - ------------------------------ Director David Bonderman * - ------------------------------ Director David G. Brown * - ------------------------------ Director J. Taylor Crandall * - ------------------------------ Director Daniel L. Doctoroff * - ------------------------------ Director William E. Oberndorf * - ------------------------------ Director Gary L. Roubos
4
SIGNATURE TITLE - ------------------------------ -------------------------- * - ------------------------------ Director John H. Scully
*By: /s/ STUART T. LIEBERMAN ------------------------- Stuart T. Lieberman ATTORNEY-IN-FACT 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - --------- --------------------------------------------------------------------------------------------------------- *1.1 Underwriting Agreement by and among Bell & Howell Company and Donaldson, Lufkin & Jenrette Securities Corporation, Bear, Stearns & Co. Inc., Salomon Brothers Inc and Smith Barney Inc. *3.1 Form of Amendment to Certificate of Incorporation of Bell & Howell Company, as amended, Registration No. 33-59994. *3.2 By-laws of Bell & Howell Company is incorporated herein by reference to Exhibit 3.2 to Bell & Howell Company's Registration Statement on Form S-1 as amended, Registration No. 33-63556. *4.1 Form of 9 1/4% Senior Note due 2000 of Bell & Howell Company including the form of notation relating to the Subsidiary Guarantee of Bell & Howell Documail Systems Company, Bell & Howell Document Management Products Company, Bell & Howell Publication Systems Company, Bell & Howell Phillipsburg Company, University Microfilms Inc. and Bell & Howell Mailmobile Company is incorporated herein by reference to Exhibit 4.1 to Bell & Howell Company's Registration Statement on Form S-1, as amended, Registration No. 33-63556 *4.2 Indenture dated as of June 21, 1993 between Bell & Howell Company, Bell & Howell Documail Systems Company, Bell & Howell Document Management Products Company, Bell & Howell Publication Systems Company, Bell & Howell Phillipsburg Company, University Microfilms Inc., Bell & Howell Mailmobile Company and The First National Bank of Boston, as Trustee, relating to the 9 1/4% Senior Notes due 2000 of Bell & Howell Operating Company is incorporated herein by reference to Exhibit 4.6 to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33-63556 *4.3 Form of 11 1/2% Series B Senior Discount Debenture due 2005 of Bell & Howell Company is incorporated herein by reference to Exhibit 4.1 to Bell & Howell's Company's Registration Statement on Form S-1, as amended, Registration No. 33-59994 *4.4 Indenture dated February 23, 1993 between Bell & Howell Company and The First National Bank of Boston, as Trustee, relating to the 11 1/2% Series A and Series B Senior Discount Debentures due 2005 of Bell & Howell Company is incorporated herein by reference to Exhibit 4.3 to Bell & Howell Company's Registration Statement on Form S-1, as amended, Registration No. 33-59994 *4.5 Form of 10 3/4% Series B Senior Subordinated Note of Bell & Howell Operating Company, including the form of notation relating to the Subsidiary Guarantee of Bell & Howell Document Management Products Company, Bell & Howell Publication Systems Company, Bell & Howell Phillipsburg Company, University Microfilms Inc. and Bell & Howell Mailmobile Company is incorporated herein by reference to Exhibit 4.2 to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33-63556 *4.6 Indenture dated as of October 5, 1992 between Bell & Howell Operating Company, Bell & Howell Document Management Products Company, Bell & Howell Publications Systems Company, Bell & Howell Phillipsburg Company, University Microfilms Inc., Bell & Howell Mailmobile Company and The First National Bank of Boston, as Trustee, relating to the 10 3/4% Series A and Series B Senior Subordinated Notes due 2002 of Bell & Howell Operating Company is incorporated herein by reference to Exhibit 4.7 to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33-63556 5.1 Opinion of McDermott, Will & Emery *10.1 Certificate of Designation for the $121.33 Intercompany Preferred Stock of Bell & Howell Operating Company is incorporated herein by reference to Exhibit 4.5 to bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33-63556.
EXHIBIT NO. DESCRIPTION - --------- --------------------------------------------------------------------------------------------------------- *10.2 Amended and Restated Profit Sharing Retirement Plan is incorporated herein by reference to Exhibit 10.1 to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33-63556. *10.3 Amended and Restated Replacement Benefit Plan is incorporated herein by reference to Exhibit 10.4 to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33-63556 *10.4 Supplemental Retirement Plan is incorporated herein by reference to Exhibit 10.3 to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33-63556 *10.5 Management Incentive Bonus Plan is incorporated herein by reference to Exhibit 10.5 to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33-63556 *10.6 Long Term Incentive Plan II, 1993-1996, is incorporated herein by reference to Exhibit to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33-89992 *10.7 Deferred Benefit Trust is incorporated herein by reference to Exhibit 10.10 to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33-63556 *10.8 Employment Agreement with William J. White dated as of March 23, 1990 is incorporated herein by reference to Exhibit 10.11 to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33- 63556 *10.9 Shareholders Agreement dated May 10, 1988, as amended, among certain Management Stockholders (as defined therein) and Investor Shareholders (as defined therein) is incorporated herein by reference to Exhibit 10.17 to Bell & Howell Company's Registration Statement on Form S-1, as amended, Registration No. 33-59994 *10.10 Registration Rights Agreement dated as of May 10, 1988 by and among Bell & Howell Group, Inc. and each of the Purchasers referred to therein is incorporated herein by reference to Exhibit 10.1 to Bell & Howell Operating Company's Registration Statement on Form S-1, as amended, Registration No. 33- 63556 *10.11 Amended and Restated Credit Agreement, dated as of September 4, 1996, among Bell & Howell Operating Company, the Lenders listed therein and Bankers Trust Company, as Agent, Registration No. 33-59994 *10.12 Supplement to Fourth Amendment to the Shareholders Agreement dated May 10, 1988, as amended, among certain Management Stockholders (as defined therein) and Investor Shareholders (as defined therein) Registration Statement on Form S-1, as amended, Registration No. 33-89992 *10.13 Receivables Purchase Agreement dated May 1, 1996, between Bell & Howell Acceptance Corporation and the First National Bank of Chicago, Registration No. 33-59994 *11.1 Computation of Earnings (Loss) per Common Share *21.1 Subsidiaries of Bell & Howell Company 23.1 Consent of McDermott, Will & Emery (to be included in Exhibit 5.1) 23.2 Consent of KPMG Peat Marwick *24.1 Powers of Attorney
- ------------------------ * Incorporated herein by reference to the like number exhibit to the Company's Registration Statement on Form S-1, as amended (Registration No. 333-33123). EX-5.1 2 EXHIBIT 5.1 September 16, 1997 Bell & Howell Company 5215 Old Orchard Road Skokie, Illinois 60077 Ladies and Gentlemen: You have requested our opinion in connection with the registration statement on Form S-1 (the "Registration Statement"), to be filed by Bell & Howell Company, a Delaware corporation, pursuant to Section 462(b) of the Securities Act of 1933, as amended, under which (i) Bell & Howell Company (the "Company") intends to issue and sell up to 112,100 additional shares of Common Stock, par value $.001 per share, of the Company ("Common Stock"), plus up to an additional 19,783 shares of Common Stock granted to the underwriters by the Company to cover over-allotments (the "Shares"). In arriving at the opinion expressed below, we have examined the Registration Statement and such other documents as we have deemed necessary to enable us to express the opinion hereinafter set forth. In addition, we have examined and relied, to the extent we deem proper, on certificates of officers of the Company as to factual matters, and on the originals or copies certified or otherwise identified to our satisfaction, of all such corporate records of the Company and such other instruments and certificates of public officials and other persons as we have deemed appropriate. In our examination, we have assumed the authenticity of all documents submitted to Bell & Howell Company September 16, 1997 Page 2 us as originals, the conformity to the original documents of all documents submitted to us as copies, the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms and conditions set forth in the Registration Statement, will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, McDermott, Will & Emery EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-1 of our reports included in this registration statement. We also consent to the reference to our firm under the heading "Experts" in such Prospectus. /s/ KPMG Peat Marwick LLP - --------------------------- KPMG Peat Marwick LLP Chicago, Illinois September 16, 1997 -----END PRIVACY-ENHANCED MESSAGE-----