Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 America Business Products, Inc. S-3 13 66K
2: EX-2 Asset Purchase Agreement 53 253K
3: EX-5 Opinion of Long, Aldridge & Norman 2 11K
4: EX-23.1 Consent of Deloitte & Touche LLP 1 5K
5: EX-24 Power of Attorney 1 8K
6: EX-27 Restated Financial Data Schedule 1 8K
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1995
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REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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AMERICAN BUSINESS PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 58-1030529
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2100 RIVEREDGE PARKWAY, SUITE 1200
ATLANTA, GEORGIA 30328
(404) 953-8300
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
DAWN M. GRAY
CORPORATE SECRETARY
AMERICAN BUSINESS PRODUCTS, INC.
2100 RIVEREDGE PARKWAY, SUITE 1200
ATLANTA, GEORGIA 30328
(404) 953-8300
(Name, address, including zip code, and telephone
number, including area code of agent for service)
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Copies of Communications to:
M. HILL JEFFRIES, ESQ.
LONG, ALDRIDGE & NORMAN
ONE PEACHTREE CENTER, SUITE 5300
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308-3201
(404) 527-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
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If any of the securities 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 the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
CALCULATION OF REGISTRATION FEE
[Enlarge/Download Table]
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Title of shares Amount Proposed maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered registered share(1) price(1) fee(1)
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Common Stock, $2.00 par value per share 323,304 $20.125 $6,506,493 $2,243.62
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(1) Pursuant to Rule 457(c), the proposed offering price and registration
fee are based upon the average of the high and low prices of the
Registrant's Common Stock on June 20, 1995 as reported in the
consolidated reporting system.
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The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ii
PROSPECTUS
[Logo]
323,304 SHARES
AMERICAN BUSINESS PRODUCTS, INC.
COMMON STOCK
The 323,304 shares (the "Shares") of Common Stock, par value $2.00 per
share (the "Common Stock"), of American Business Products, Inc., a Georgia
corporation (the "Company"), offered hereby are being offered for the account
of Computer Language Research, Inc., a Texas corporation (the "Selling
Stockholder"). The Company will not receive any proceeds from the sale of such
securities. See "Selling Stockholder."
The Selling Stockholder may sell the Shares offered hereby from time
to time on the New York Stock Exchange or such other national securities
exchange or automated interdealer quotation system on which shares of the
Company's Common Stock are then listed, through negotiated transactions or
otherwise at market prices prevailing at the time of the sale or at negotiated
prices. The Selling Stockholder must effect such transactions by notifying the
Company in advance of any intended transaction in order for the Company to
determine compliance with applicable federal and state securities laws, and
then upon receipt of notice from the Company that such transaction may proceed,
the Selling Stockholder may sell the Shares. The Selling Stockholder directly,
or through agents designated from time to time, or through brokers or dealers
also to be designated, may sell the Shares from time to time on terms to be
determined at the time of sale. Such brokers or dealers may receive
compensation in the form of commissions or otherwise in such amounts as may be
negotiated by them. As of the date of this Prospectus, no agreements have been
reached for the sale of the Shares or the amount of any compensation to be paid
to brokers or dealers in connection therewith. The Company will bear all
expenses in connection with the registration and sale of the Shares being
offered by the Selling Stockholder, other than commissions, concessions or
discounts to brokers or dealers and fees and expenses of counsel or other
advisors to the Selling Stockholder. See "Plan of Distribution."
The Common Stock of the Company is listed on the New York Stock
Exchange under the trading symbol "ABP." On June 20, 1995, the last reported
sale price of the Company's Common Stock on the New York Stock Exchange was
$20.25 share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMI-
NAL OFFENSE.
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The date of this Prospectus is June ___, 1995.
No person has been authorized in connection with this offering to give
any information or to make any representation not contained or incorporated by
reference in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sales hereunder shall
under any circumstances create any implication that the information contained
herein is correct as of any time subsequent to the date hereof or the dates as
of which information is otherwise set forth or incorporated by reference
herein. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to purchase any securities other than those to which it relates or
an offer to any person in any jurisdiction where such offer or solicitation
would be unlawful.
AVAILABLE INFORMATION
Additional information regarding the Company and the Shares offered
hereby is contained in the Registration Statement on Form S-3 (of which this
Prospectus forms a part) and the exhibits relating thereto filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). The Company is subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and in accordance therewith files reports, proxy
statements, information statements and other information with the Commission.
Such reports, proxy statements, information statements and other information
can be inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices at CitiCorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and
other information also may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission hereby are incorporated by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; and
(3) The description of the Common Stock as contained in the
Company's Registration Statement on Form 8-A (Registration No.1-7088) as filed
with the Commission on November 20, 1972.
In addition, all reports and documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, at the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the foregoing documents). The Company also will
provide without charge upon request a copy of the Company's latest Annual
Report. Written or telephonic requests should be directed to Dawn M. Gray,
Corporate Secretary, American Business Products, Inc., 2100 RiverEdge Parkway,
Suite 1200, Atlanta, Georgia 30328 or P. O. Box 105684, Atlanta, Georgia
30348; (404) 953-8300.
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THE COMPANY
The Company is a producer of business supplies, principally envelope
products, custom business forms and custom labels. Additionally, the Company
manufactures and distributes books for the publishing industry and also is
engaged in specialty extrusion coating and laminating of papers, films, and
nonwoven fabrics for packaging. For the fiscal year ended December 31, 1994,
the Company reported revenues of $563,133,000 and net income of $18,923,000.
Business supplies printing consists principally of the manufacture of
a wide variety of specialty mailers, envelopes, labels and lightweight
packaging, the printing and production of business forms, and other related
products and services including digital imaging or on-demand printing of
various documents and materials for businesses. The manufacture and
distribution of customized specialty labels is a rapidly growing part of this
segment. The Company produces a complete line of standard and special types
and sizes of commercial mailing products, including specialty mailers utilizing
multi-part forms and envelopes. Business forms products and services include
customized continuous forms for computers and word processors, custom cutsheet
and roll laser paper for laser printers, the imprinting of variable, customized
data on forms, electronic forms, and the management of forms inventories for
customers. Business supplies printing accounted for 76% of the Company's sales
in 1994, 74% in 1993, and 74% in 1992.
Book manufacturing consists of the printing and binding of both hard
cover and soft cover books for the publishing industry. In addition, the
Company provides storage and order fulfillment services by shipping orders to
publishers' customers from two large distribution centers. This business
segment accounted for 9% of the Company's sales in 1994, 9% in 1993, and 9% in
1992.
Specialty extrusion coating and laminating consists of applying
plastic coatings in varying degrees of thickness to rolls of paper, film or
fabric. The Company also prints and metalizes certain of these products for
customers. The materials produced by this segment are used primarily for
packaging consumer products such as individual servings of sugar, salt and
pepper, sugar substitutes, and candy and ice cream bars, as well as medical and
pharmaceutical products. These materials also are used for composite can
liners and release liner papers for pressure sensitive products such as labels.
This business segment accounted for 15% of the Company's sales in 1994, 17% of
sales in 1993, and 17% of sales in 1992.
On June 15, 1995, the Company effected a three-for-two stock split of
the Company's Common Stock in the form of a stock dividend to stockholders of
record June 1, 1995. As of June 16, 1995, there were 16,032,294 shares of
Common Stock outstanding, which number of shares reflects the stock split. The
par value of the shares issued in the stock split was credited to Common Stock.
As a result of the stock split, certain financial data incorporated by
reference herein from the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 and the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995 have been restated as shown below:
[Download Table]
Average
Earnings Number of
Per Share Outstanding Shares
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Year Ended December 31:
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1994 $1.22 (1) 16,025,695
1993 1.04 16,023,756
1992 1.22 (2) 16,036,405
1991 1.03 16,006,405
1990 .89 16,075,905
Quarter Ended March 31:
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1995 .37 15,994,224
1994 .23 16,023,292
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(1) Before change in accounting principle of $605,000 or $.04 per share.
(2) Before change in accounting principles of $12,449,000 or $.78 per share.
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The Company was incorporated under the laws of Delaware in December
1967 and reincorporated under the laws of Georgia in April 1986. The Company's
executive offices are located at 2100 RiverEdge Parkway, Suite 1200, Atlanta,
Georgia 30328, and its telephone number is (404) 953-8300.
SELLING STOCKHOLDER
The shares offered hereby are owned and offered for the account of
Computer Language Research, Inc., the Selling Stockholder. The Company will
not receive any of the proceeds from the sales of such securities.
On June 23, 1995, the Selling Stockholder sold substantially all of
the assets of Electronic Form Systems Incorporated, a Delaware corporation and
a wholly owned subsidiary, to Vanier Graphics Corporation, a California
corporation and a wholly owned subsidiary of the Company, for the purchase
price of $8,995,000. Of the total purchase price, $6,000,000 was payable with
the 323,304 Shares offered hereby. If all of the Shares offered by the Selling
Stockholder are sold, the Selling Stockholder will have no beneficial ownership
of any shares of the Company's Common Stock.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholder,
or by pledgees, donees, transferees or other successors in interest. Such
sales may be made on the New York Stock Exchange or such other national
securities exchange or automated interdealer quotation system on which shares
of Common Stock are then listed, through negotiated transactions or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price or in negotiated transactions. The Shares may be sold by one or
more of the following: (a) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (d) an exchange
distribution in accordance with the rules of such exchange; and (e) through the
writing of options on the Shares. The Selling Stockholder must effect such
transactions by notifying the Company in advance of any intended transaction in
order for the Company to determine compliance with applicable federal and state
securities laws, and then upon receipt of notice from the Company that such
transaction may proceed, the Selling Stockholder may sell the Shares. If
necessary, a supplemental prospectus which describes the method of sale in
greater detail may be filed by the Company with the Commission pursuant to Rule
424(c) under the 1933 Act under certain circumstances. In effecting sales,
brokers or dealers engaged by the Selling Stockholder and/or purchasers of the
Shares may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions, concessions or discounts from the Selling
Stockholder and/or the purchasers of the Shares in amounts to be negotiated
prior to the sale. In addition, any Shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the 1933 Act may be sold under Rule
144 rather than pursuant to this Prospectus.
The Company will bear all expenses in connection with the registration
and sale of the Shares, other than commissions, concessions or discounts to
brokers or dealers and fees and expenses of counsel or other advisors to the
Selling Stockholder.
The Selling Stockholder and any broker or dealer who acts in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the 1933 Act.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for the
Company by Long, Aldridge & Norman, Atlanta, Georgia, counsel to the Company.
Mr. W. Stell Huie, a Director of the Company and a member of the Audit
Committee of the Company, is Senior Counsel to Long, Aldridge & Norman and owns
beneficially an aggregate of 23,715 shares of the Common Stock of the Company
as of June 16, 1995.
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EXPERTS
The consolidated financial statements of the Company and subsidiaries
and the related financial statement schedule incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing in and incorporated by reference in such Form 10-K, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
[Download Table]
Securities and Exchange Commission Registration Fee $ 2,243.62
NYSE Additional Listing Fee 2,632.00
Accounting Fees and Expenses 7,000.00
Legal Fees and Expenses 18,000.00
Miscellaneous Expenses 1,000.00
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Total $ 30,875.62
The foregoing items, except for the Securities and Exchange Commission
registration fee, are estimated. The Company will pay all of the above
expenses. The Selling Stockholder will pay its own expenses, including
expenses of its own counsel, broker or dealer fees, discounts and expenses, and
all transfer and other taxes on the sale of the Shares.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's articles of incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to a corporation or its shareholders for breach
of their fiduciary duties as directors. The Section does not, however,
authorize a corporation to eliminate or limit the liability of a director for
appropriating, in violation of his duties, any business opportunity of a
corporation, engaging in intentional misconduct or a knowing violation of law,
obtaining an improper personal benefit, or authorizing a dividend, stock
repurchase or redemption, distribution of assets or other distribution in
violation of Section 14-2-640 of the Georgia Code or the articles of
incorporation of a corporation. Section 14-2-202(b)(4) also does not eliminate
or limit the right of a corporation or any shareholder to seek an injunction, a
rescission or any other equitable (non-monetary) relief in the event of a
breach of a director's fiduciary duty. In addition, Section 14-2-202(b)(4)
applies only to claims against a director arising out of his role as a director
and does not relieve a director from liability arising from his role as an
officer or in any other capacity.
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern
the indemnification of directors and officers. Section 14-2-851 of the Georgia
Code provides for indemnification of directors of a corporation for liability
incurred by them in connection with any civil, criminal, administrative or
investigative action, suit or proceeding (other than actions brought as
derivative actions by or in the right of a corporation) in which they may
become involved by reason of being a director of a corporation. Section
14-2-851 also provides such indemnity for directors who, at the request of a
corporation, act as directors, officers, partners, trustees, employees or
agents of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or another enterprise. The Section permits
indemnification if the director acted in a manner which he believed in good
faith to be in or not opposed to the best interest of a corporation and, in
addition, in criminal actions, if he had no reasonable cause to believe his
conduct to be unlawful. If the required standard of conduct is met,
indemnification may include judgments, settlements, penalties, fines or
reasonable expenses (including attorneys' fees) incurred with respect to a
proceeding. However, if the director is adjudged liable to a corporation in a
derivative action or on the basis that personal benefit was improperly
received, the director will only be entitled to such indemnification for
reasonable expenses as a court finds to be proper in accordance with the
provisions of Section 14-2-854.
Section 14-2-852 of the Georgia Code provides that directors who are
successful with respect to any claim against them are entitled to
indemnification against reasonable expenses as of right. On the other hand, if
the charges made in any action are sustained, the determination of whether the
required standard of conduct has been met will be made, in accordance with the
provisions of Georgia Code Section 14-2-855, by either the Board of Directors
or a committee thereof, acting by disinterested members, by special legal
counsel or by the shareholders, but shares owned by or voted under the control
of directors seeking indemnification may not be voted.
II-1
Section 14-2-857 of the Georgia Code provides that an officer of a
corporation (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section
14-2-852 as described above. In addition, a corporation may indemnify and
advance expenses to an officer, employee or agent who is not a director to the
extent authorized by its articles of incorporation, bylaws, the Board of
Directors or by contract and to the extent such action is not inconsistent with
public policy.
The provisions of Article Eight of the Company's Amended and Restated
Articles of Incorporation and Article VII of the Company's Bylaws, as amended
and restated (the "Bylaws"), are similar in all substantive respects to those
contained in Section 14-2-202(b)(4) and in Sections 14-2-850 to 14-2-859,
inclusive, of the Georgia Business Corporation Code outlined above.
Officers and directors of the Company presently are covered by
insurance which (with certain exceptions and within certain limitations)
indemnifies them against any losses or liabilities arising from any alleged
"wrongful act" including any alleged breach of duty, neglect, error,
misstatement, misleading statement, omissions or other act done or wrongfully
attempted. The cost of such insurance is borne by the Company as permitted by
the Bylaws of the Company and the laws of the State of Georgia.
ITEM 16. EXHIBITS
Where an exhibit is filed by incorporation by reference to a
previously filed registration statement or report, such registration statement
or report is identified in parentheses.
[Enlarge/Download Table]
EXHIBIT NO. DESCRIPTION
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2 Asset Purchase Agreement, effective June 1, 1995, by and among Electronic Form Systems Incorporated,
Computer Language Research, Inc., Vanier Graphics Corporation, and the Company.
4.1 Note Agreement, dated as of October 1, 1990, among the Company and the institutional investors listed on
Schedule I thereto, together with the form of 9.92% Senior Note to be used in connection therewith (Exhibit
4, Annual Report on Form 10-K for the fiscal year ended December 31, 1990).
4.2 Note Agreement, dated as of December 1, 1993, among the Company and the institutional investors listed on
Schedule I thereto, together with the form of 5.77% Senior Note to be used in connection therewith (Exhibit
4.2, Annual Report on Form 10-K for the fiscal year ended December 31, 1994).
4.3 Form of Rights Agreement, dated as of October 25, 1989, between the Company and Citizens and Southern Trust
Company (Georgia), N.A. (Exhibit 4, Current Report on Form 8-K, dated October 25, 1989).
4.4 First Amendment to Rights Agreement, dated as of August 10, 1992, between the Company and Wachovia Bank of
North Carolina, N.A., as successor Rights Agent (Exhibit 4(c), Annual Report on Form 10-K for the fiscal
year ended December 31, 1992).
5 Opinion of Long, Aldridge & Norman.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Long, Aldridge & Norman (included in Exhibit 5).
24 Power of Attorney.
27 Restated Financial Data Schedule (for SEC use only).
II-2
ITEM 17. UNDERTAKINGS
A. RULE 415 OFFERING.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, as of May 31, 1995.
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ Thomas R. Carmody
-------------------------------
Thomas R. Carmody
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of May 31, 1995.
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Signatures Title
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/s/ Thomas R. Carmody Chairman and Chief Executive Officer
----------------------------------- (Principal Executive Officer)
Thomas R. Carmody
/s/ W. C. Downer Vice President-Finance
----------------------------------- (Principal Financial and Accounting Officer)
W. C. Downer
F. Duane Ackerman* Director
-----------------------------------
F. Duane Ackerman
John E. Aderhold* Director
-----------------------------------
John E. Aderhold
W. Joseph Biggers* Director
-----------------------------------
W. Joseph Biggers
Henry Curtis VII* Director
-----------------------------------
Henry Curtis VII
Herbert J. Dickson* Director
-----------------------------------
Herbert J. Dickson
Robert W. Gundeck* Director
-----------------------------------
Robert W. Gundeck
Hollis L. Harris* Director
-----------------------------------
Hollis L. Harris
II-4
[Download Table]
W. Stell Huie* Director
-----------------------------------
W. Stell Huie
Thomas F. Keller* Director
-----------------------------------
Thomas F. Keller
Rex A. McClelland* Director
-----------------------------------
Rex A. McClelland
G. Harold Northrop* Director
-----------------------------------
G. Harold Northrop
*By: /s/ Dawn M. Gray
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Dawn M. Gray,
as Attorney-in-Fact
II-5
INDEX OF EXHIBITS
Where an exhibit is filed by incorporation by reference to a
previously filed registration statement or report, such registration statement
or report is identified in parentheses.
[Enlarge/Download Table]
EXHIBIT NO. DESCRIPTION
----------- -----------
2 Asset Purchase Agreement, effective June 1, 1995, by and among Electronic Form Systems Incorporated,
Computer Language Research, Inc., Vanier Graphics Corporation, and the Company.
4.1 Note Agreement, dated as of October 1, 1990, among the Company and the institutional investors listed on
Schedule I thereto, together with the form of 9.92% Senior Note to be used in connection therewith (Exhibit
4, Annual Report on Form 10-K for the fiscal year ended December 31, 1990).
4.2 Note Agreement, dated as of December 1, 1993, among the Company and the institutional investors listed on
Schedule I thereto, together with the form of 5.77% Senior Note to be used in connection therewith (Exhibit
4.2, Annual Report on Form 10-K for the fiscal year ended December 31, 1994).
4.3 Form of Rights Agreement, dated as of October 25, 1989, between the Company and Citizens and Southern Trust
Company (Georgia), N.A. (Exhibit 4, Current Report on Form 8-K, dated October 25, 1989).
4.4 First Amendment to Rights Agreement, dated as of August 10, 1992, between the Company and Wachovia Bank of
North Carolina, N.A., as successor Rights Agent (Exhibit 4(c), Annual Report on Form 10-K for the fiscal
year ended December 31, 1992).
5 Opinion of Long, Aldridge & Norman.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Long, Aldridge & Norman (included in Exhibit 5).
24 Power of Attorney.
27 Restated Financial Data Schedule (for SEC use only).
Dates Referenced Herein and Documents Incorporated by Reference
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