Cenveo, Inc, et al. – ‘SC 14D1’ on 1/21/00 re: American Business Products Inc

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Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1     Tender-Offer Statement -- Third-Party Tender Offer   112    523K 

Document Table of Contents

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Securities and Exchange Commission        
Washington, D.C. 20549        
---------------------         

SCHEDULE 14D-1        
Tender Offer Statement        
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934     

---------------------         

AMERICAN BUSINESS PRODUCTS, INC.        
(Name of Subject Company)         

---------------------         

SHERMAN ACQUISITION CORPORATION,        
and           
MAIL-WELL, INC.         
(Bidders)         

COMMON STOCK, PAR VALUE $2.00 PER SHARE         
(Title Of Class of Securities)        

024763104         
(Cusip Number of Class of Securities)         

ROGER WERTHEIMER, ESQ.                       Copy to        
    MAIL-WELL, INC.                 HERBERT H. DAVIS III, ESQ.
   23 INVERNESS WAY EAST            ROTHGERBER JOHNSON & LYONS LLP
    ENGLEWOOD, COLORADO 80112        1200 SEVENTEENTH STREET, SUITE 3000
   (303) 790-8023                   DENVER, COLORADO 80202
(Name, Address and Telephone Number of      TELEPHONE: (303) 623-9000       
Persons Authorized to Receive Notices and                                       
Communications on Behalf of Bidders)                                        

---------------------         

CALCULATION OF FILING FEE         

----------------------------------------------------------------------  
Transaction Valuation<F*>         Amount of Filing Fee<F**>       
$297,172,099                         $59,435          
----------------------------------------------------------------------  
[FN]                                                                            
<F*> For the purpose of calculating the fee only, this amount assumes           
the purchase of 15,488,101 shares of Common Stock, par value $2.00              
per share, of American Business Products, Inc. at $20.00 per share.             
Such number includes all outstanding shares as of January 20, 2000, and         
assumes the exercise of and receipt of the exercise price for all in-the-       
money stock options to purchase shares of Common Stock which are outstanding    
as of such date.                                                                

<F**>The amount of the filing fee calculated in accordance with Rule            
0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of         
one percent of the value of shares to be purchased.                             

[  ] Check box if any part of the fee is offset as provided by Rule 0-          
11(a)(2) and identify the filing with which the offsetting fee was    
previously paid. Identify the previous filing by registration         
statement number, or the Form or Schedule and the date of its         
filing.                                                               

Amount Previously Paid:______________    Filing Party:_________________         

Form or Registration No.:____________    Date Filed:___________________         

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This Statement relates to a tender offer by Sherman Acquisition           
Corporation, a Georgia corporation ("Offeror") and an indirect wholly           
owned subsidiary of Mail-Well, Inc., a Colorado corporation ("Parent"),         
to purchase all outstanding shares of common stock, par value $2.00 per         
share (the "Shares"), of American Business Products, Inc., a Georgia            
corporation (the "Company"), at a purchase price of $20.00 per Share,           
net to the seller in cash, without interest, upon the terms and subject         
to the conditions set forth in the Offer to Purchase, dated January 21,         
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal        
(which together constitute the "Offer"), copies of which are filed as           
Exhibits (a)(1) and (a)(2) hereof, respectively, and which are                  
incorporated herein by reference.                                               

Offeror and Parent have entered into a Shareholders' Stock Tender         
Agreement dated as of January 13, 2000 (the "Tender Agreement"), with           
certain stockholders of the Company (the "Tendering Stockholders"),             
pursuant to which the Tendering Stockholders have agreed to tender an           
aggregate of 415,306 Shares owned by them (the "Committed Shares")              
pursuant to the Offer and certain Tendering Stockholders have agreed to         
vote their portion of such Committed Shares in favor of the Merger (as          
defined below) and otherwise in the manner directed by the Offeror.  In         
addition, Offeror, Parent and the Company have entered into an Agreement        
and Plan of Merger dated as of January 13, 2000 (the "Merger                    
Agreement").  Offeror and Parent disclaim ownership of the Committed            
Shares.                                                                         

Additional information about the Tender Agreements is contained in        
Section 13 ("The Merger Agreement and the Tender Agreement") of the             
Offer to Purchase.                                                              

ITEM 1. SECURITY AND SUBJECT COMPANY.                                           

(a)  The name of the subject company is American Business                 
Products, Inc. The address of the principal executive offices of the            
Company is set forth in Section 8 ("Certain Information Concerning the          
Company") of the Offer to Purchase and is incorporated herein by                
reference.                                                                      

(b)  The exact title of the class of equity securities being              
sought in the Offer is the common stock, par value $2.00 per share, of          
the Company.  The information set forth in the Introduction to the Offer        
to Purchase is incorporated herein by reference.                                

(c)  The information set forth in Section 6 ("Price Range of              
Shares; Dividends") of the Offer to Purchase is incorporated herein by          
reference.                                                                      

ITEM 2. IDENTITY AND BACKGROUND.                                                

(a) through (d), (g):    The information set forth in the                 
Introduction and Section 9 ("Certain Information Concerning Parent and          
the Offeror") of the Offer to Purchase, and in Annex I thereto, is              
incorporated herein by reference.                                               

(e) and (f):   Except as set forth in Section 9 ("Certain                 
Information Concerning Parent and the Offeror") of the Offer to                 
Purchase, which is incorporated herein by reference, neither Offeror,           
Parent nor, to the best of their knowledge, any of the persons listed in        
Annex I of the Offer to Purchase, has during the last five years (i)            
been convicted in a criminal proceeding (excluding traffic violations or        
similar misdemeanors) or (ii) been a party to a civil proceeding of a           
judicial or administrative body of competent jurisdiction and as a              
result of such proceeding was or is subject to a judgment, decree or            
final order enjoining future violations of, or prohibiting activities           
subject to, federal or state securities laws or finding any violation of        
such laws.                                                                      

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT            
COMPANY.                                                        

(a) and (b):   The information set forth in the Introduction              
and Section 11 ("Background of the Offer; Past Contacts, Transactions or        
Negotiations with the Company") of the Offer to Purchase is incorporated        
herein by reference.                                                            

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ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                      

(a) and (b):   The information set forth in Section 10 ("Source           
and Amount of Funds") of the Offer to Purchase is incorporated herein by        
reference.                                                                      

(c)  Not applicable.                                                      

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE               
BIDDER.                                                         

(a) through (e):    The information set forth in the Introduction,        
Section 11 ("Background of the Offer; Past Contacts, Transactions or            
Negotiations with the Company"), Section 12 ("Purpose of the Offer and          
the Merger; Plans for the Company") and Section 13 ("The Merger                 
Agreement and the Tender Agreement") of the Offer to Purchase is                
incorporated herein by reference.                                               

(f) and (g):   The information set forth in Section 7 ("Certain           
Effects of the Transaction") of the Offer to Purchase is incorporated           
herein by reference.                                                            

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                          

(a) and (b):   The information set forth in the Introduction,             
Section 9 ("Certain Information Concerning Parent and the Offeror") and         
Section 13 ("The Merger Agreement and the Tender Agreement") of the             
Offer to Purchase is incorporated herein by reference.                          

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS                
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.               

The information set forth in the Introduction, Section 11                 
("Background of the Offer; Past Contacts, Transactions or Negotiations          
with the Company") and Section 13 ("The Merger Agreement and the Tender         
Agreement") of the Offer to Purchase is incorporated herein by                  
reference.                                                                      

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.                        

The information set forth in the Introduction and in Section 17           
("Fees and Expenses") of the Offer to Purchase is incorporated herein by        
reference.                                                                      

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.                                

The information set forth in Section 9 ("Certain Information              
Concerning Parent and the Offeror") of the Offer to Purchase is                 
incorporated herein by reference.                                               

The incorporation by reference herein of the above-mentioned              
financial information does not constitute a representation that such            
information is material to a decision by a stockholder of the Company as        
to whether to sell, tender or hold Shares being sought in the Offer.            

ITEM 10.     ADDITIONAL INFORMATION.                                            

(a)  The information set forth in Section 11 ("Background of the          
Offer; Past Contacts, Transactions or Negotiations with the Company")           
and Section 13 ("The Merger Agreement and the Tender Agreement") of the         
Offer to Purchase is incorporated by reference.                                 

(b) and (c)    The information set forth in Section 16 ("Certain          
Legal Matters") of the Offer to Purchase is incorporated herein by              
reference.                                                                      

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(d)  The information set forth in Section 7 ("Certain Effects of          
the Transaction") of the Offer to Purchase is incorporated herein by            
reference.                                                                      

(e)  None.                                                                

(f)  The information set forth in the Offer to Purchase and in            
the Letter of Transmittal is incorporated herein by reference in its            
entirety.                                                                       

ITEM 11.   MATERIAL TO BE FILED AS EXHIBITS.                                    

(a)(1)  Offer to Purchase, dated January 21, 2000.                    

(a)(2)  Letter of Transmittal.                                        

(a)(3)  Letter from Donaldson, Lufkin & Jenrette Securities           
Corporation to Brokers, Dealers, Commercial Banks, Trust Companies and          
Other Nominees.                                                                 

(a)(4)  Letter from Brokers, Dealers, Commercial Banks, Trust         
Companies and Other Nominees to Clients.                                        

(a)(5)  Notice of Guaranteed Delivery.                                

(a)(6)  Guidelines for Certification of Taxpayer Identification       
Number on Substitute Form W-9.                                                  

(a)(7)  Summary Announcement, dated January 21, 2000.                 

(a)(8)  Press Release issued by the Parent and the Company on         
January 14, 2000.                                                               

(a)(9)  Press Release issued by the Parent on January 14, 2000.       

(a)(10) Press Release issued by the Parent and the Company on         
January 21, 2000.                                                               

(b)(1)  Commitment Letter, dated as of January 13, 2000, between      
Bank of America N.A., and Parent.                                               

(c)(1)  Agreement and Plan of Merger, dated as of January 13,         
2000, among Parent, Offeror and the Company.                                    

(c)(2)  Form of Shareholders' Stock Tender Agreement, dated as of     
January 13, 2000, among each of the Tendering Stockholders, Offeror and         
Parent.                                                                         

(d)   None.                                                           

(e)   Not applicable.                                                 

(f)   None.                                                           

This document and the exhibits attached hereto may contain certain    
statements that are not strictly historical and are considered forward-         
looking statements. Although the Parent believes the expectations               
reflected in such forward-looking statements are based on reasonable            
assumptions, it can give no assurance that its expectations will be             
realized. Forward-looking statements involve known and unknown risks            
which may cause the Parent's actual results and corporate developments          
to differ materially from those expected. Factors that could cause              
results and developments to differ materially from the Parent's                 
expectations include, without limitation, the risks described from time         
to time in the Parent's reports filed with the Securities and Exchange          
Commission including quarterly reports on Form 10-Q, annual reports on          
Form 10-K and reports on Form 8-K. The safe harbor provisions of the            
Private Securities Litigation Reform Act of 1995 with respect to                
forward-looking statements are not available to statements made in              
connection with a tender offer.                                                 

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SIGNATURE           

After due inquiry and to the best of my knowledge and belief, I       
certify that the information set forth in this statement is true,               
complete and correct.                                                           

Dated:  January 21, 2000                                                        

       Mail-Well, Inc.

               By:  /s/ Gary Ritondaro
                              ------------------------------
            Name: Gary Ritondaro
                               -----------------------------
                      Title: Chief Financial Officer
                                ----------------------------

                       Sherman Acquisition Corporation

               By:  /s/ Gary Ritondaro
                              ------------------------------
            Name: Gary Ritondaro
                               -----------------------------
                      Title: Chief Financial Officer
                                ----------------------------

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                                      Exhibit (a)(1)
                                      --------------

OFFER TO PURCHASE FOR CASH            
ALL OUTSTANDING SHARES OF COMMON STOCK            

OF            
AMERICAN BUSINESS PRODUCTS, INC.            

AT            
$20.00 NET PER SHARE            

BY            
SHERMAN ACQUISITION CORPORATION             
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF            
MAIL-WELL, INC.             

---------------------------------------------------------------------           
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT            
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 18, 2000,           
UNLESS THE OFFER IS EXTENDED.             
---------------------------------------------------------------------           

THIS OFFER (THE "OFFER") IS BEING MADE IN CONNECTION WITH THE           
AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 13, 2000 (THE                 
"MERGER AGREEMENT"), AMONG MAIL-WELL, INC. ("PARENT"), SHERMAN                  
ACQUISITION CORPORATION (THE "OFFEROR") AND AMERICAN BUSINESS                   
PRODUCTS, INC. (THE "COMPANY"). THE BOARD OF DIRECTORS OF THE                   
COMPANY HAS UNANIMOUSLY APPROVED AND ADOPTED THE MERGER AGREEMENT,              
APPROVED THE OFFER AND THE MERGER (AS DEFINED HEREIN), HAS                      
DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO,              
AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS AND                    
RECOMMENDS THAT HOLDERS OF THE SHARES (AS DEFINED HEREIN) ACCEPT THE            
OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.                            

IN CONNECTION WITH THE MERGER AGREEMENT, PARENT AND THE OFFEROR         
ENTERED INTO A SHAREHOLDERS' STOCK TENDER AGREEMENT DATED JANUARY               
13, 2000 (THE "TENDER AGREEMENT") WITH CERTAIN STOCKHOLDERS OF THE              
COMPANY WHO OWN APPROXIMATELY 2.8% OF THE SHARES THAT ARE                       
OUTSTANDING AND 2.7% ON A FULLY DILUTED BASIS (ASSUMING THE EXERCISE            
OF ALL "IN-THE-MONEY" STOCK OPTIONS). PURSUANT TO THE TENDER                    
AGREEMENTS, SUCH STOCKHOLDERS HAVE AGREED TO TENDER SUCH SHARES                 
PURSUANT TO THE OFFER.                                                          

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE            
BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF             
THE OFFER SUCH NUMBER OF SHARES THAT WOULD CONSTITUTE MORE THAN                 
FIFTY PERCENT (50%) OF THE SHARES THAT ARE OUTSTANDING DETERMINED ON            
A FULLY DILUTED BASIS, (II) ANY WAITING PERIOD UNDER THE HSR ACT (AS            
DEFINED HEREIN) APPLICABLE TO THE PURCHASE OF SHARES PURSUANT TO THE            
OFFER HAVING EXPIRED OR HAVING BEEN TERMINATED PRIOR TO THE                     
EXPIRATION OF THE OFFER AND (III) THE SATISFACTION OF CERTAIN OTHER             
TERMS AND CONDITIONS. SEE SECTION 15.                                           

IMPORTANT             

Any stockholder desiring to tender Shares should either (i)             
complete and sign the Letter of Transmittal or a facsimile thereof              
in accordance with the instructions in the Letter of Transmittal and            
deliver the Letter of Transmittal with the Shares and all other                 
required documents to the Depositary (as defined herein) or follow              
the procedure for book-entry transfer set forth in Section 3 or (ii)            
request such stockholder's broker, dealer, commercial bank, trust               
company or other nominee to effect the transaction for the                      
stockholder. Stockholders having Shares registered in the name of a             
broker, dealer, commercial bank, trust company or other nominee must            
contact such person if they desire to tender their Shares.                      

Any stockholder who desires to tender Shares and whose                  
certificates representing such Shares are not immediately available             
or who cannot comply with the procedures for book-entry transfer on             
a timely basis or who cannot deliver all required documents to the              
Depositary, in each case prior to the expiration of the Offer, must             
tender such Shares pursuant to the guaranteed delivery procedure set            
forth in Section 3.                                                             

Questions and requests for assistance or additional copies of           
this Offer to Purchase or the Letter of Transmittal may be directed             
to the Information Agent at the address and telephone number set                
forth on the back cover of this Offer to Purchase.                              

The Dealer Manager for the Offer is:                

DONALDSON, LUFKIN & JENRETTE                  

January 21, 2000                                                                

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TABLE OF CONTENTS             

                                              PAGE
                                              ----

INTRODUCTION................................................   1                

1.  TERMS OF THE OFFER......................................   2                

2.  ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES...........   4                

3.  PROCEDURE FOR TENDERING SHARES..........................   5                

4.  WITHDRAWAL RIGHTS.......................................   8                

5.  CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................   9                

6.  PRICE RANGE OF SHARES; DIVIDENDS........................  10                

7.  CERTAIN EFFECTS OF THE TRANSACTION......................  10                

8.  CERTAIN INFORMATION CONCERNING THE COMPANY..............  11                

9.  CERTAIN INFORMATION CONCERNING PARENT AND THE OFFEROR...  13                

10. SOURCE AND AMOUNT OF FUNDS..............................  14                

11. BACKGROUND OF THE OFFER; PAST CONTACTS, TRANSACTIONS OR                     
NEGOTIATIONS WITH THE COMPANY..........................  15           

12. PURPOSE OF THE OFFER AND THE MERGER; PLANS FOR THE                          
COMPANY................................................  16           

13. THE MERGER AGREEMENT AND THE TENDER AGREEMENT...........  17                

14. DIVIDENDS AND DISTRIBUTIONS.............................  23                

15. CERTAIN CONDITIONS TO THE OFFEROR'S OBLIGATIONS.........  23                

16. CERTAIN LEGAL MATTERS...................................  25                

17. FEES AND EXPENSES.......................................  26                

18. MISCELLANEOUS...........................................  27                

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TO THE HOLDERS OF COMMON STOCK OF                                               
AMERICAN BUSINESS PRODUCTS, INC.:                                           

INTRODUCTION            

Sherman Acquisition Corporation, a Georgia corporation (the             
"Offeror") and an indirect wholly-owned subsidiary of Mail Well,                
Inc., a Colorado corporation ("Parent"), hereby offers to purchase              
all outstanding shares of Common Stock, $2.00 par value per share               
(the "Shares"), of American Business Products, Inc., a Georgia                  
corporation (the "Company"), at a purchase price of $20.00 per                  
Share, net to the seller in cash, without interest, upon the terms              
and subject to the conditions set forth in this Offer to Purchase               
and in the related Letter of Transmittal (which, together with any              
amendments or supplements hereto or thereto, collectively constitute            
the "Offer"). Tendering holders of Shares will not be obligated to              
pay brokerage fees or commissions or, except as set forth in the                
Letter of Transmittal, stock transfer taxes on the purchase of                  
Shares by the Offeror pursuant to the Offer. The Offeror will pay               
all charges and expenses of Donaldson, Lufkin & Jenrette Securities             
Corporation (the "Dealer Manager" or "Donaldson, Lufkin &                       
Jenrette"), American Securities Transfer & Trust, Inc. (the "Depositary")       
and Morrow & Co., Inc. (the "Information Agent") in connection with             
the Offer.                                                                      

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED          
AND ADOPTED THE MERGER AGREEMENT (AS DEFINED HEREIN), APPROVED THE              
OFFER AND THE MERGER (AS DEFINED HEREIN), HAS DETERMINED THAT THE               
TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST                  
INTERESTS OF, THE COMPANY'S STOCKHOLDERS AND RECOMMENDS THAT THE                
HOLDERS OF THE SHARES ACCEPT THE OFFER AND TENDER THEIR SHARES                  
PURSUANT TO THE OFFER.                                                          

The Company has advised the Offeror that Goldman, Sachs & Co.,          
the Company's financial advisor, has delivered to the Company's                 
Board of Directors its written opinion dated January 14, 2000 to                
the effect that as of such date and based upon and subject to the               
matters set forth therein, the $20.00 in cash per Share to be                   
received by the Company's stockholders pursuant to the Offer and                
the Merger is fair, from a financial point of view, to such holders. A          
copy of such opinion, which sets forth the assumptions made, procedures         
followed, matters considered, and limits on the review undertaken, is           
contained in the Company's Solicitation/ Recommendation Statement on            
Schedule 14D-9 which is being distributed to the Company's stockholders.        
The Company's stockholders are urged to read the full text of that opinion.     

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE            
HAVING BEEN VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE                     
EXPIRATION OF THE OFFER SUCH NUMBER OF SHARES THAT WOULD CONSTITUTE             
MORE THAN FIFTY PERCENT (50%) OF THE SHARES THAT ARE OUTSTANDING                
DETERMINED ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION"), (II)             
ANY WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS           
ACT OF 1976, AS AMENDED (THE "HSR ACT"), APPLICABLE TO THE PURCHASE             
OF SHARES PURSUANT TO THE OFFER HAVING EXPIRED OR HAVING BEEN                   
TERMINATED PRIOR TO THE EXPIRATION OF THE OFFER AND (III) THE                   
SATISFACTION OF CERTAIN OTHER TERMS AND CONDITIONS. SEE SECTION 15.             

The Offer is being made pursuant to the Agreement and Plan of           
Merger, dated as of January 13, 2000 (the "Merger Agreement"), among            
Parent, the Offeror and the Company. The Merger Agreement provides              
that, among other things, after the purchase of Shares pursuant to              
the Offer and the satisfaction of the other conditions set forth in             
the Merger Agreement and in accordance with the relevant provisions             
of the Georgia Business Corporation Code, as amended (the "GBCC"),              
the Offeror will be merged with and into the Company (the "Merger").            
Following consummation of the Merger, the Company will continue as              
the surviving corporation (the "Surviving Corporation") and will be             
an indirect wholly-owned subsidiary of Parent. At the effective time            
of the Merger (the "Effective Time"), each Share (other than Shares             
owned by the Company, any subsidiary of the Company, Parent, the                
Offeror, any other subsidiary of Parent or by stockholders, if any,             
who are entitled to and who properly exercise appraisal rights under            
the GBCC ("Dissenting Shares")) will be converted into the right to             
receive from the Surviving                                                      
1             

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Corporation $20.00 in cash, without interest thereon (the "Offer                
Price"). See Section 5 for a description of certain tax consequences            
of the Offer and the Merger.                                                    

In connection with the Merger Agreement, the Offeror and Parent         
entered into a Stockholders' Stock Tender Agreement dated as of                 
January 13, 2000 (the "Tender Agreement"), with each of the                     
following stockholders of the Company: Henry Curtis VII, Hollis L.              
Harris, W. Stell Huie, Thomas F. Keller, James F. McDonald, Daniel              
W. McLaughlin, C. Douglas Miller, G. Harold Northrop, Joe W. Rogers,            
William B. Stokely, III, Richard B. Curtis, Jr. (the "Tendering                 
Stockholders"). Pursuant to the Tender Agreement, the Tendering                 
Stockholders have agreed to tender an aggregate of 415,306 Shares               
owned by the Tendering Stockholders (the "Committed Shares") and                
have agreed to vote the Committed Shares in favor of the Merger and             
otherwise in the manner directed by the Offeror. The Tendering                  
Stockholders have also agreed that, among other things, unless the              
Merger Agreement is terminated in accordance with its terms, such               
Tendering Stockholders will not transfer the Committed Shares. The              
Committed Shares represent approximately 2.7% of the Shares that,               
as of January 20, 2000, were issued and outstanding on a fully                  
diluted basis (assuming the exercise of all "in-the-money" stock                
options). The Merger Agreement and the Stockholder Agreement are                
more fully described in Section 13.                                             

The Company has advised the Offeror that as of January 20, 2000,        
there were (a) 14,779,767 Shares issued and outstanding and (b)                 
1,695,927 reserved for issuance upon the exercise of employee and               
director stock options of which 1,190,764 are outstanding and                   
708,334 are "in-the-money." Accordingly, on a fully diluted basis               
the aggregate amount of Shares outstanding as of January 20, 2000               
was 15,488,101. Based on the foregoing, the Minimum Condition will              
be satisfied if at least 7,745,599 Shares, or approximately 52.41%              
of the outstanding Shares as of January 20, 2000 (approximately                 
50.01% of the Shares on a fully diluted basis (assuming the exercise            
of all "in-the-money" stock options)), are validly tendered and not             
withdrawn prior to the Expiration Date (as defined below).                      

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL            
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY                   
DECISION IS MADE WITH RESPECT TO THE OFFER.                                     

1. TERMS OF THE OFFER.                                                          

Upon the terms and subject to the conditions of the Offer               
(including, if the Offer is extended or amended, the terms and                  
conditions of any extension or amendment), the Offeror will accept              
for payment and pay for all Shares validly tendered prior to the                
Expiration Date and not theretofore withdrawn in accordance with                
Section 4. The term "Expiration Date" means 12:00 Midnight, New York            
City time, on February 18, 2000, unless the Offeror shall have                  
extended the period of time for which the Offer is open, in which               
event the term "Expiration Date" shall mean the latest time and date            
at which the Offer, as so extended by the Offeror, shall expire.                

If the Offeror shall decide, in its sole discretion, to increase        
the consideration offered in the Offer to holders of Shares and if,             
at the time that notice of such increase is first published, sent or            
given to holders of Shares in the manner specified below, the Offer             
is scheduled to expire at any time earlier than the expiration of a             
period ending on the tenth business day from, and including, the                
date that such notice is first so published, sent or given, then the            
Offer will be extended until the expiration of such period of 10                
business days. For purposes of the Offer, a "business day" means any            
day other than a Saturday, Sunday or a federal holiday and consists             
of the time period from 12:01 a.m. through 12:00 Midnight, New York             
City time.                                                                      

THE OFFER IS CONDITIONED UPON SATISFACTION OF THE MINIMUM               
CONDITION, THE EXPIRATION OR TERMINATION OF ANY WAITING PERIOD UNDER            
THE HSR ACT APPLICABLE TO THE PURCHASE OF SHARES PURSUANT TO THE                
OFFER AND CERTAIN OTHER TERMS AND CONDITIONS. SEE SECTION 15. THE               
MERGER AGREEMENT AND THE OFFER MAY BE TERMINATED BY THE OFFEROR AND             
PARENT IF CERTAIN EVENTS OCCUR. The Offeror reserves the right (but             
shall not be obligated), in accordance with applicable rules and                
regulations of the United States Securities and Exchange Commission             
(the "Commission"), subject to the limitations set forth in the                 
Merger Agreement and described below, to waive or reduce the Minimum            

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Condition or to waive any other condition to the Offer. If the                  
Minimum Condition or any condition set forth in Section 15 has not              
been satisfied by 12:00 Midnight, New York City time, on Friday,                
February 18, 2000 (or any other time then set as the Expiration Date),          
the Offeror may, subject to the terms of the Merger Agreement as                
described below, elect to (1) extend the Offer and, subject to                  
applicable withdrawal rights, retain all tendered Shares until the              
expiration of the Offer, as extended, (2) subject to complying with             
applicable rules and regulations of the Commission, accept for                  
payment all Shares so tendered and not extend the Offer or (3)                  
terminate the Offer and not accept for payment any Shares and return            
all tendered Shares to tendering stockholders.                                  

Under the terms of the Merger Agreement, the Offeror may not            
(except as described in the next sentence), without the consent of              
the Company, reduce the number of Shares subject to the Offer,                  
reduce the Offer Price, impose any other conditions to the Offer                
other than the conditions set forth in Section 15 or modify such                
conditions (other than to waive any such conditions to the extent               
permitted by the Merger Agreement), extend the Offer or change the              
form of consideration payable in the Offer. Notwithstanding the                 
foregoing, the Offeror may, without the consent of the Company, (i)             
extend the Offer, if at the scheduled or extended expiration date of            
the Offer any of the conditions shall not be satisfied, until such              
time as such conditions are satisfied, (ii) extend the Offer for a              
period of not more than 10 business days beyond the initial                     
expiration date if on the date of such extension less than 90% of               
the outstanding Shares have been validly tendered and not withdrawn             
pursuant to the Offer, notwithstanding that all conditions to the               
Offer are satisfied on the date of such extension and (iii) extend              
the Offer for any period required by any rule, regulation,                      
interpretation or position of the Commission or the Commission staff            
applicable to the Offer. Notwithstanding the foregoing, the Offer               
may not be extended beyond the date of termination of the Merger                
Agreement set forth in Section 13.                                              

Subject to the limitations set forth in this Offer and the              
Merger Agreement, the Offeror reserves the right (but will not be               
obligated), at any time or from time to time in its sole discretion,            
to extend the period during which the Offer is open by giving oral              
or written notice of such extension to the Depositary and by making             
a public announcement of such extension. Except to the extent                   
required by the Merger Agreement, there can be no assurance that the            
Offeror will exercise its right to extend the Offer.                            

Subject to the applicable rules and regulations of the                  
Commission and subject to the limitations set forth in the Merger               
Agreement, the Offeror expressly reserves the right, at any time and            
from time to time, in its sole discretion, (i) to delay payment for             
any Shares regardless of whether such Shares were theretofore                   
accepted for payment, or to terminate the Offer and not to accept               
for payment or pay for any Shares not theretofore accepted for                  
payment or paid for, upon the occurrence of any of the conditions               
set forth in Section 15, by giving oral or written notice of such               
delay or termination to the Depositary, and (ii) at any time or from            
time to time, to amend the Offer in any respect. The Offeror's right            
to delay payment for any Shares or not to pay for any Shares                    
theretofore accepted for payment is subject to the applicable rules             
and regulations of the Commission, including Rule 14e-1(c) under the            
Exchange Act, relating to the Offeror's obligation to pay for or                
return tendered Shares promptly after the termination or withdrawal             
of the Offer.                                                                   

Any extension of the period during which the Offer is open,             
delay in acceptance for payment or payment, termination or amendment            
of the Offer will be followed, as promptly as practicable, by public            
announcement thereof, such announcement in the case of an extension             
to be issued not later than 9:00 a.m., New York City time, on the               
next business day after the previously scheduled Expiration Date in             
accordance with the public announcement requirements of Rules                   
14d-4(c) and 14e-1(d) under the Exchange Act. Without limiting the              
obligation of the Offeror under such rule or the manner in which the            
Offeror may choose to make any public announcement, the Offeror                 
currently intends to make announcements by issuing a press release              
to the Dow Jones News Service (or such other national media outlet              
or outlets it deems prudent) and making any appropriate filing with             
the Commission.                                                                 

If, subject to the terms of the Merger Agreement, the Offeror           
makes a material change in the terms of the Offer or the information            
concerning the Offer, or if it waives a material condition of the               
Offer (including, with the consent of the Company, a waiver of the              
Minimum Condition), the Offeror will disseminate additional tender              
offer materials and extend the Offer if and to the extent required              
by Rules                                                                        

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14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act or otherwise.               
The minimum period during which a tender offer must remain open                 
following material changes in the terms of the offer or the information         
concerning the Offer, other than a change in price or a change in               
percentage of securities sought, will depend upon the facts and                 
circumstances, including the relative materiality of the terms or               
information changes. With respect to a change in price or a change              
in percentage of securities sought, a minimum 10 business day period            
is generally required to allow for adequate dissemination to                    
stockholders and investor response.                                             

Pursuant to Rule 14d-11 under the Exchange Act, scheduled to            
become effective January 24, 2000, the Purchaser may, subject to                
certain conditions, include a subsequent offering period following              
the expiration of the Offer on the Expiration Date ("Subsequent                 
Offering Period"). Rule 14d-11 provides that the Purchaser may                  
include a Subsequent Offering Period so long as, among other things,            
(i) the Offer remains open for a minimum of 20 business days and has            
expired, (ii) all conditions to the Offer are deemed satisfied or               
waived by the Purchaser on or before the Expiration Date, (iii) the             
Purchaser accepts and promptly pays for all securities tendered                 
during the Offer prior to close of the Offer, (iv) the Purchaser                
announces the results of the Offer, including the approximate number            
and percentage of Shares deposited in the Offer, no later than 9:00             
Eastern time on the next business day after the Expiration Date and             
immediately begins the Subsequent Offering Period, and (v) the                  
Purchaser immediately accepts and promptly pays for Shares as they              
are tendered during the Subsequent Offering Period. The Purchaser               
will be able to include a Subsequent Offering Period, if it                     
satisfies the conditions above, after February 18, 2000. In a public            
release, the Commission has expressed the view that the inclusion of            
a Subsequent Offering Period would constitute a material change to              
the terms of the Offer requiring the Purchaser to disseminate new               
information to shareholders in a manner reasonably calculated to                
inform them of such change sufficiently in advance of the Expiration            
Date (generally five business days). In the event the Purchaser                 
elects to include a Subsequent Offering Period, it will notify                  
shareholders of the Company consistent with the requirements of the             
Commission.                                                                     

A Subsequent Offering Period, if one is included, is not an             
extension of the Offer. A Subsequent Offering Period would be an                
additional period of time, following the expiration of the Offer, in            
which shareholders may tender Shares not tendered into the Offer.               
THE PURCHASER DOES NOT CURRENTLY INTEND TO INCLUDE A SUBSEQUENT                 
OFFERING PERIOD IN THE OFFER, ALTHOUGH IT RESERVES THE RIGHT TO DO              
SO IN ITS SOLE DISCRETION.                                                      

PURSUANT TO RULE 14d-7 UNDER THE EXCHANGE ACT, SCHEDULED TO             
BECOME EFFECTIVE JANUARY 24, 2000, NO WITHDRAWAL RIGHTS APPLY TO                
SHARES TENDERED INTO A SUBSEQUENT OFFERING PERIOD AND NO WITHDRAWAL             
RIGHTS APPLY DURING THE SUBSEQUENT OFFERING PERIOD WITH RESPECT TO              
SHARES TENDERED IN THE OFFER AND ACCEPTED FOR PAYMENT. THE SAME                 
CONSIDERATION, THE OFFER PRICE, WILL BE PAID TO SHAREHOLDERS                    
TENDERING SHARES IN THE OFFER OR IN A SUBSEQUENT OFFERING PERIOD, IF            
ONE IS INCLUDED.                                                                

The Company has provided the Offeror with the Company's list of         
stockholders and security position listings for the purpose of                  
disseminating the Offer to holders of Shares. This Offer to Purchase            
and the related Letter of Transmittal will be mailed to record                  
holders of Shares whose names appear on the Company's stockholder               
list and will be furnished to brokers, dealers, commercial banks,               
trust companies and similar persons whose names, or the names of                
whose nominees, appear on the stockholder list or, if applicable,               
who are listed as participants in a clearing agency's security                  
position listing for subsequent transmittal to beneficial owners of             
Shares.                                                                         

2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.                               

Upon the terms and subject to the conditions of the Offer               
(including, if the Offer is extended or amended, the terms and                  
conditions of any such extension or amendment), the Offeror will                
accept for payment and will pay for all Shares validly tendered                 
prior to the Expiration Date and not theretofore withdrawn in                   
accordance with Section 4 promptly after the later to occur of (a)              
the Expiration Date and (b) the satisfaction or waiver of the                   
conditions set forth in Section 15 related to regulatory matters.               
Subject                                                                         

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to compliance with Rule 14e-1(c) under the Exchange Act, the Offeror            
expressly reserves the right to delay payment for Shares in order               
to comply in whole or in part with any applicable law. See Sections 1           
and 16. In all cases, payment for Shares tendered and accepted for              
payment pursuant to the Offer will be made only after timely receipt            
by the Depositary of (i) certificates for such Shares or timely                 
confirmation (a "Book-Entry Confirmation") of a book-entry transfer             
of such Shares into the Depositary's account at The Depository Trust            
Company or the Philadelphia Depository Trust Company (collectively,             
the "Book-Entry Transfer Facilities"), pursuant to the procedures               
set forth in Section 3, (ii) a properly completed and duly executed             
Letter of Transmittal (or a manually signed facsimile thereof) with             
all required signature guarantees or, in the case of a book-entry               
transfer, an Agent's Message (as defined below) and (iii) any other             
documents required by the Letter of Transmittal.                                

The term "Agent's Message" means a message transmitted by a             
Book-Entry Transfer Facility to, and received by, the Depositary and            
forming a part of a Book-Entry Confirmation, which states that such             
Book-Entry Transfer Facility has received an express acknowledgment             
from the participant in such Book-Entry Transfer Facility tendering             
the Shares that such participant has received and agrees to be bound            
by the terms of the Letter of Transmittal and that the Offeror may              
enforce such agreement against the participant.                                 

For purposes of the Offer, the Offeror will be deemed to have           
accepted for payment, and thereby purchased, Shares validly tendered            
and not withdrawn as, if and when the Offeror gives oral or written             
notice to the Depositary of the Offeror's acceptance of such Shares             
for payment pursuant to the Offer. In all cases, payment for Shares             
purchased pursuant to the Offer will be made by deposit of the                  
purchase price with the Depositary, which will act as agent for                 
tendering stockholders for the purpose of receiving payment from the            
Offeror and transmitting such payment to tendering stockholders. If,            
for any reason whatsoever, acceptance for payment of any Shares                 
tendered pursuant to the Offer is delayed, or the Offeror is unable             
to accept for payment Shares tendered pursuant to the Offer, then,              
without prejudice to the Offeror's rights under Section 1, the                  
Depositary may, nevertheless, on behalf of the Offeror, retain                  
tendered Shares, and such Shares may not be withdrawn, except to the            
extent that the tendering stockholders are entitled to withdrawal               
rights as described in Section 4 below and as otherwise required by             
Rule 14e-1(c) under the Exchange Act. UNDER NO CIRCUMSTANCES WILL               
INTEREST BE PAID BY THE OFFEROR BECAUSE OF ANY DELAY IN MAKING ANY              
PAYMENT.                                                                        

If any tendered Shares are not accepted for payment pursuant to         
the terms and conditions of the Offer for any reason, or if                     
certificates are submitted for more Shares than are tendered,                   
certificates for such unpurchased or untendered Shares will be                  
returned, without expense to the tendering stockholder (or, in the              
case of Shares delivered by book-entry transfer to a Book-Entry                 
Transfer Facility, such Shares will be credited to an account                   
maintained within such Book-Entry Transfer Facility), as promptly as            
practicable after the expiration, termination or withdrawal of the              
Offer.                                                                          

IF, PRIOR TO THE EXPIRATION DATE, THE OFFEROR INCREASES THE             
PRICE BEING PAID FOR SHARES ACCEPTED FOR PAYMENT PURSUANT TO THE                
OFFER, SUCH INCREASED CONSIDERATION WILL BE PAID TO ALL STOCKHOLDERS            
WHOSE SHARES ARE PURCHASED PURSUANT TO THE OFFER, WHETHER OR NOT                
SUCH SHARES WERE TENDERED PRIOR TO SUCH INCREASE IN CONSIDERATION.              

The Offeror reserves the right to transfer or assign, in whole          
or from time to time in part, to one or more of its affiliates, the             
right to purchase Shares tendered pursuant to the Offer, but any                
such transfer or assignment will not relieve the Offeror of its                 
obligations under the Offer or prejudice the rights of tendering                
stockholders to receive payment for Shares validly tendered and                 
accepted for payment.                                                           

3. PROCEDURE FOR TENDERING SHARES.                                              

Valid Tenders. For Shares to be validly tendered pursuant to the        
Offer, either a properly completed and duly executed Letter of                  
Transmittal (or a manually signed facsimile thereof), with any                  
required signature guarantees, or, in the case of a book-entry                  
transfer, an Agent's Message, and any other required documents, must            
be received by the Depositary at one of its addresses set forth on              
the back cover of this Offer to Purchase prior to the Expiration                
Date or the tendering stockholder must comply with the                          

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guaranteed delivery procedure set forth below. In addition, either              
(i) certificates representing such Shares must be received by the               
Depositary along with the Letter of Transmittal or such Shares must             
be tendered pursuant to the procedure for book-entry transfer set               
forth below, and a Book-Entry Confirmation must be received by the              
Depositary, in each case prior to the Expiration Date, or (ii) the              
guaranteed delivery procedures set forth below must be complied with.           
No alternative, conditional or contingent tenders will be accepted.             

DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN              
ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES             
NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.                                      

Book-Entry Transfer. The Depositary will make a request to              
establish an account with respect to the Shares at each Book-Entry              
Transfer Facility for purposes of the Offer within two business days            
after the date of this Offer to Purchase. Any financial institution             
that is a participant in a Book-Entry Transfer Facility's system may            
make book-entry delivery of Shares by causing a Book-Entry Transfer             
Facility to transfer such Shares into the Depositary's account at a             
Book-Entry Transfer Facility in accordance with such Book-Entry                 
Transfer Facility's procedures for transfer. Although delivery of               
Shares may be effected through book-entry at a Book-Entry Transfer              
Facility prior to the Expiration Date, (i) the Letter of Transmittal            
(or a manually signed facsimile thereof), properly completed and                
duly executed, with any required signature guarantees, or an Agent's            
Message in connection with a book-entry transfer, and any other                 
required documents, must, in any case, be transmitted to and                    
received by the Depositary at one of its addresses set forth on the             
back cover of this Offer to Purchase or (ii) the guaranteed delivery            
procedures described below must be complied with.                               

Signature Guarantee. Signatures on the Letter of Transmittal            
must be guaranteed by a member in good standing of the Securities               
Transfer Agents Medallion Program, the New York Stock Exchange                  
Medallion Signature Guarantee Program, the Stock Exchange Medallion             
Program, or by any other bank, broker, dealer, credit union, savings            
association or other entity which is an "eligible guarantor                     
institution," as such term is defined in Rule 17Ad-15 under the                 
Exchange Act (each of the foregoing being referred to as an                     
"Eligible Institution" and, collectively, as "Eligible Institutions"),          
unless the Shares tendered thereby are tendered (i) by a registered             
holder of Shares who has not completed either the box labeled                   
"Special Delivery Instructions" or the box labeled "Special Payment             
Instructions" on the Letter of Transmittal or (ii) for the account              
of any Eligible Institution. If the certificates evidencing Shares              
are registered in the name of a person or persons other than the                
signer of the Letter of Transmittal, or if payment is to be made,               
or delivered to, or certificates for unpurchased Shares are to be               
issued or returned to, a person other than the registered owner or              
owners, then the tendered certificates must be endorsed or accompanied          
by duly executed stock powers, in either case signed exactly as the             
name or names of the registered owner or owners appear on the                   
certificates, with the signatures on the certificates or stock powers           
guaranteed by an Eligible Institution as provided in the Letter of              
Transmittal. See Instructions 1 and 5 to the Letter of Transmittal.             

Guaranteed Delivery. If a stockholder desires to tender Shares          
pursuant to the Offer and such stockholder's certificates for Shares            
are not immediately available or time will not permit all required              
documents to reach the Depositary prior to the Expiration Date or               
the procedure for book-entry transfer cannot be completed on a                  
timely basis, such Shares may nevertheless be tendered if all of the            
following guaranteed delivery procedures are duly complied with:                

i.    the tender is made by or through an Eligible Institution;           

ii.   a properly completed and duly executed Notice of Guaranteed         
Delivery, substantially in the form made available by the     
Offeror, is received by the Depositary, as provided below,    
prior to the Expiration Date; and                             

iii.  the certificates for all tendered Shares, in proper form for        
transfer (or a Book-Entry Confirmation), together with a      
properly completed and duly executed Letter of Transmittal    
(or a manually signed facsimile thereof), and any required    
signature guarantees, or, in the case of a book-entry         
transfer, an Agent's Message, and any other documents         
required by the Letter of                                     

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Transmittal are received by the Depositary within three       
trading days after the date of such Notice of Guaranteed      
Delivery. The term "trading day" is any day on which the      
New York Stock Exchange ("NYSE") is open for business.        

The Notice of Guaranteed Delivery may be delivered by hand or           
transmitted by facsimile transmission or mail to the Depositary and             
must include a guarantee by an Eligible Institution in the form set             
forth in the Notice of Guaranteed Delivery.                                     

THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND         
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY                    
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE                  
TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN                
ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A                
BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY             
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY                   
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE                
ALLOWED TO ENSURE TIMELY DELIVERY.                                              

Notwithstanding any other provision hereof, payment for Shares          
accepted for payment pursuant to the Offer will in all cases be made            
only after timely receipt by the Depositary of (i) certificates for             
such Shares or a Book-Entry Confirmation, (ii) a properly completed             
and duly executed Letter of Transmittal (or a manually signed                   
facsimile thereof), with all required signature guarantees or, in               
the case of a book-entry transfer, an Agent's Message, and (iii) any            
other documents required by the Letter of Transmittal. Accordingly,             
tendering stockholders may be paid at different times depending upon            
when certificates for Shares or Book-Entry Confirmations with                   
respect to Shares are actually received by the Depositary. UNDER NO             
CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE                
SHARES TO BE PAID BY THE OFFEROR, REGARDLESS OF ANY EXTENSION OF THE            
OFFER OR ANY DELAY IN MAKING ANY PAYMENT.                                       

Backup Federal Income Tax Withholding. To prevent "backup"              
federal income tax withholding with respect to payment of the                   
purchase price of shares purchased pursuant to the offer, each                  
stockholder must, subject to certain exceptions, provide the                    
Depositary with such stockholder's correct taxpayer identification              
number ("TIN") and certify that such stockholder is not subject to              
backup federal income tax withholding by completing the substitute              
form W-9 included in the letter of transmittal. Foreign holders must            
generally submit a completed form W-8 to avoid 31% backup                       
withholding. This form may be obtained from the Depositary. See                 
instruction 9 set forth in the Letter of Transmittal.                           

Determination of Validity. All questions as to the form of              
documents and the validity, eligibility (including time of receipt)             
and acceptance for payment of any tender of Shares will be                      
determined by the Offeror, in its sole discretion, and its                      
determination will be final and binding on all parties. The Offeror             
reserves the absolute right to reject any or all tenders of any                 
Shares that are determined by it not to be in proper form or the                
acceptance of or payment for which may, in the opinion of the                   
Offeror, be unlawful. The Offeror also reserves the absolute right              
to waive any of the conditions of the Offer, subject to the                     
limitations set forth in the Merger Agreement, or any defect or                 
irregularity in the tender of any Shares. The Offeror's                         
interpretation of the terms and conditions of the Offer (including              
the Letter of Transmittal and the Instructions to the Letter of                 
Transmittal) will be final and binding on all parties. No tender of             
Shares will be deemed to have been validly made until all defects               
and irregularities have been cured or waived. None of the Offeror,              
Parent, the Dealer Manager, the Depositary, the Information Agent or            
any other person will be under any duty to give notification of any             
defects or irregularities in tenders or incur any liability for                 
failure to give any such notification.                                          

Other Requirements. By executing the Letter of Transmittal as           
set forth above (including through delivery of an Agent's Message),             
a tendering stockholder irrevocably appoints designees of the                   
Offeror as such stockholder's attorneys-in-fact and proxies, each               
with full power of substitution, in the manner set forth in the                 
Letter of Transmittal, to the full extent of such stockholder's                 
right with respect to the Shares tendered by such stockholder and               
accepted for payment by the Offeror (and any and all other Shares or            

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other securities issued or issuable in respect of such Shares).                 
All such powers of attorney and proxies shall be considered coupled             
with an interest in the tendered Shares. This appointment is effective          
when, and only to the extent that, the Offeror accepts for payment              
the Shares deposited with the Depositary. Upon acceptance for payment,          
all prior powers of attorney and proxies given by the stockholder with          
respect to such Shares or other securities or rights will, without              
further action, be revoked and no subsequent proxies may be given or            
written consent executed (and, if given or executed, will not be deemed         
effective). The designees of the Offeror will, with respect to the Shares       
and other securities or rights, be empowered to exercise all voting and         
other rights of such stockholder as they in their sole judgment deem            
proper in respect of any annual or special meeting of the Company's             
stockholders, or any adjournment or postponement thereof, any                   
actions by written consent in lieu of any such meeting or otherwise.            
The Offeror reserves the right to require that, in order for Shares             
to be deemed validly tendered, immediately upon the Offeror's                   
payment for such Shares, the Offeror must be able to exercise full              
voting and other rights with respect to such Shares and the other               
securities or rights issued or issuable in respect of such Shares,              
including voting at any meeting of stockholders (whether annual or              
special or whether or not adjourned) in respect of such Shares.                 

A tender of Shares pursuant to any one of the procedures                
described above will constitute the tendering stockholder's                     
acceptance of the terms and conditions of the Offer, as well as the             
tendering stockholder's representation and warranty that (i) such               
stockholder has the full power and authority to tender, sell, assign            
and transfer the tendered Shares (and any and all other Shares or               
other securities issued or issuable in respect of such Shares), and             
(ii) when the same are accepted for payment by the Offeror, the                 
Offeror will acquire good and unencumbered title thereto, free and              
clear of all liens, restrictions, charges and encumbrances and not              
subject to any adverse claims. The Offeror's acceptance for payment             
of Shares tendered pursuant to the Offer will constitute a binding              
agreement between the tendering stockholder and the Offeror upon the            
terms and subject to the conditions of the Offer.                               

4. WITHDRAWAL RIGHTS.                                                           

Except as otherwise provided in this Section 4, tenders of              
Shares made pursuant to the Offer are irrevocable. Shares tendered              
pursuant to the Offer may be withdrawn at any time prior to the                 
Expiration Date and, unless theretofore accepted for payment                    
pursuant to the Offer, may also be withdrawn at any time after                  
February 18, 2000. If purchase of or payment for Shares is delayed              
for any reason or if the Offeror is unable to purchase or pay for               
Shares for any reason, then, without prejudice to the Offeror's                 
rights under the Offer, tendered Shares may be retained by the                  
Depositary on behalf of the Offeror and may not be withdrawn except             
to the extent that tendering stockholders are entitled to withdrawal            
rights as set forth in this Section 4, subject to Rule 14e-1(c)                 
under the Exchange Act, which provides that no person who makes a               
tender offer shall fail to pay the consideration offered or return              
the securities deposited by or on behalf of security holders                    
promptly after the termination or withdrawal of the Offer.                      

For a withdrawal of Shares tendered pursuant to the Offer to be         
effective, a written, telegraphic, telex or facsimile transmission              
notice of withdrawal must be timely received by the Depositary at               
one of its addresses set forth on the back cover of this Offer to               
Purchase. Any notice of withdrawal must specify the name of the                 
person who tendered the Shares to be withdrawn, the number of Shares            
to be withdrawn and the name in which the certificates representing             
such Shares are registered, if different from that of the person who            
tendered the Shares. If certificates for Shares to be withdrawn have            
been delivered or otherwise identified to the Depositary, then,                 
prior to the physical release of such certificates, the serial                  
numbers shown on such certificates must be submitted to the                     
Depositary and, unless such Shares have been tendered by an Eligible            
Institution, the signatures on the notice of withdrawal must be                 
guaranteed by an Eligible Institution. If Shares have been tendered             
pursuant to the procedures for book-entry transfer set forth in                 
Section 3, any notice of withdrawal must also specify the name and              
number of the account at the Book-Entry Transfer Facility to be                 
credited with the withdrawn Shares and must otherwise comply with               
such Book-Entry Transfer Facility's procedures.                                 

All questions as to the form and validity (including time of            
receipt) of notices of withdrawal will be determined by the Offeror,            
in its sole discretion, and its determination will be final and                 
binding on all parties. None of the Offeror, Parent, the Dealer                 
Manager, the Depositary, the Information Agent or any                           

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other person will be under any duty to give notification of any                 
defects or irregularities in any notice of withdrawal or incur any              
liability for failure to give any such notification.                            

Any Shares properly withdrawn will be deemed not validly                
tendered for purposes of the Offer, but may be retendered at any                
subsequent time prior to the Expiration Date by following any of the            
procedures described in Section 3.                                              

5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.                                     

The following is a summary of certain United States federal             
income tax consequences of the Offer and the Merger to beneficial               
owners of Shares whose Shares are purchased pursuant to the Offer or            
whose Shares are converted to cash in the Merger. The discussion is             
for general information only and does not purport to consider all               
aspects of federal income taxation that may be relevant to                      
beneficial owners of Shares. The discussion is based on current                 
provisions of the Internal Revenue Code of 1986, as amended (the                
"Code"), existing, proposed and temporary regulations promulgated               
thereunder and administrative and judicial interpretations thereof,             
all of which are subject to change. The discussion applies only to              
beneficial owners of Shares in whose hands Shares are capital assets            
within the meaning of Section 1221 of the Code, and may not apply to            
Shares received pursuant to the exercise of employee stock options              
or otherwise as compensation, or to certain types of beneficial                 
owners of Shares (such as insurance companies, tax-exempt                       
organizations and broker-dealers) who may be subject to special                 
rules. This discussion does not discuss the federal income tax                  
consequences to a beneficial owner of Shares who, for United States             
federal income tax purposes, is a non-resident alien individual, a              
foreign corporation, a foreign partnership or a foreign estate or               
trust, nor does it consider the effect of any foreign, state or                 
local tax laws.                                                                 

BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH BENEFICIAL            
OWNER OF SHARES SHOULD CONSULT SUCH BENEFICIAL OWNER'S OWN TAX                  
ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW             
TO SUCH BENEFICIAL OWNER AND THE PARTICULAR TAX EFFECTS TO SUCH                 
BENEFICIAL OWNER OF THE OFFER AND THE MERGER, INCLUDING THE                     
APPLICATION AND EFFECT OF STATE, LOCAL AND OTHER TAX LAWS.                      

The receipt of cash for Shares pursuant to the Offer or the             
Merger will be a taxable transaction for federal income tax                     
purposes. In general, for federal income tax purposes, a beneficial             
owner of Shares will recognize gain or loss equal to the difference             
between the beneficial owner's adjusted tax basis in the Shares sold            
pursuant to the Offer or converted to cash in the Merger and the                
amount of cash received therefor. Gain or loss must be determined               
separately for each block of Shares (i.e., Shares acquired at the               
same cost in a single transaction) sold pursuant to the Offer or                
converted to cash in the Merger. Such gain or loss will be capital              
gain or loss and will be long-term capital gain or loss if the                  
beneficial owner held the Shares for more than one year as of the               
date of sale (in the case of the Offer) or the Effective Time (in               
the case of the Merger). Long-term capital gain of individuals                  
currently is taxed at a maximum rate of 20% for capital assets held             
more than eighteen months, and at a maximum rate of 28% for capital             
assets held for eighteen months or less but for more than twelve                
months. For capital assets held twelve months or less, capital gain             
is taxed at the same rates as ordinary income.                                  

Payments in connection with the Offer or the Merger may be              
subject to "backup withholding" at a rate of 31%, unless a                      
beneficial owner of Shares (a) is a corporation or comes within                 
certain exempt categories and, when required, demonstrates this fact            
or (b) provides a correct TIN to the payor, certifies as to no loss             
of exemption from backup withholding and otherwise complies with                
applicable requirements of the backup withholding rules. A                      
beneficial owner who does not provide a correct TIN may be subject              
to penalties imposed by the Internal Revenue Service. Any amount                
paid as backup withholding does not constitute an additional tax and            
will be creditable against the beneficial owner's federal income tax            
liability. Each beneficial owner of Shares should consult with his              
or her own tax advisor as to his or her qualification for exemption             
from backup withholding and the procedure for obtaining such                    
exemption. Those tendering their Shares in the Offer may prevent                
backup withholding by completing the Substitute Form W-9 included in            
the Letter of Transmittal. See Section 3. Similarly, those who                  
convert their Shares                                                            

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into cash in the Merger may prevent backup withholding by completing            
a Substitute Form W-9 and submitting it to the paying agent for the             
Merger.                                                                         

In general, cash received in respect of Dissenting Shares will          
result in the recognition of capital gain or loss to the beneficial             
owner of such Shares. Any such beneficial owner should consult such             
owner's tax advisor in that regard.                                             

Parent and the Offeror will be entitled to deduct and withhold          
from the consideration otherwise payable pursuant to the Merger                 
Agreement to any holder of Shares such amounts as Parent or the                 
Offeror is required to deduct and withhold with respect to the                  
making of such payment. To the extent that amounts are so withheld              
by Parent or the Offeror, such withheld amounts shall be treated for            
all purposes of the Merger Agreement as having been paid to the                 
holder of the Shares in respect of which such deduction and                     
withholding was made by Parent or the Offeror.                                  

6. PRICE RANGE OF SHARES; DIVIDENDS.                                            

The Shares are traded on the NYSE under the symbol "ABP". The           
following table sets forth for the periods indicated the high and               
low sales prices per Share on the NYSE as reported by the Company in            
the Company's Annual Report on Form 10-K for the fiscal year ended              
December 31, 1998 (the "1998 10-K") with respect to the years ended             
December 31, 1998 and December 31, 1997, and as reported by                     
published financial sources with respect to periods after December              
31, 1998.                                                                       

                                                                [Download Table]

                                                      HIGH          LOW 
                                                      ----          --- 
                                                                        
Year Ended December 31, 1997:                                           
  First Quarter..................................    $25.25       $22.00
  Second Quarter.................................     25.00        22.50
  Third Quarter..................................     25.38        21.88
  Fourth Quarter.................................     25.87        19.06
Year Ended December 31, 1998:                                           
  First Quarter..................................    $24.13       $19.63
  Second Quarter.................................     23.44        19.50
  Third Quarter..................................     21.69        16.50
  Fourth Quarter.................................     24.00        16.06
Year Ended December 31, 1999:                                           
  First Quarter..................................    $23.44       $14.00
  Second Quarter.................................     16.50        14.50
  Third Quarter..................................     15.75        14.63
  Fourth Quarter.................................     15.88        10.25

On January 13, 2000, the last full day of trading prior to the          
public announcement of the execution of the Merger Agreement,                   
according to publicly available sources, the closing price per Share            
as reported on the NYSE was $12.00. On January 20, 2000, the last               
full day of trading prior to the commencement of the Offer,                     
according to publicly available sources, the closing price per Share            
as reported on the NYSE was $19.69. STOCKHOLDERS ARE URGED TO OBTAIN            
CURRENT MARKET QUOTATIONS FOR THE SHARES.                                       

On October 20, 1999 the Board of Directors of the Company               
declared a regular quarterly cash dividend of $0.165 per share                  
payable on December 15, 1999, to shareholders of record on December             
1, 1999.                                                                        

7. CERTAIN EFFECTS OF THE TRANSACTION.                                          

The purchase of the Shares by the Offeror pursuant to the Offer         
will reduce the number of Shares that might otherwise trade publicly            
and will reduce the number of holders of Shares, which will                     
adversely                                                                       

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affect the liquidity and market value of the remaining Shares held              
by stockholders other than the Offeror. The Company has advised the             
Offeror that, as of January 20, 2000, there were approximately 4,250            
holders of record and approximately 2,700 beneficial owners of the              
Shares.                                                                         

Market for Shares. Depending upon the number of Shares purchased        
pursuant to the Offer, the Shares may no longer meet the                        
requirements of the NYSE for continued listing on the NYSE.                     
According to NYSE's published guidelines, NYSE would consider                   
delisting the Shares if, among other things, the number of record               
holders of at least 100 Shares were to fall below 1,200, the number             
of publicly held Shares (exclusive of holdings of officers,                     
directors, their immediate families and other concentrated holdings             
of 10% or more ("NYSE Excluded Holdings")) should fall below 600,000            
or the aggregate market value of publicly held Shares (exclusive of             
NYSE Excluded Holdings) should fall below $5,000,000. If as a result            
of the purchase of the Shares pursuant to the Offer or otherwise,               
the Shares no longer meet the requirements of the NYSE for continued            
listing and the Shares are no longer listed, the market for the                 
Shares would be adversely affected.                                             

In the event that the Shares should no longer be listed or              
traded on the NYSE, it is possible that such Shares would continue              
to trade in the over-the-counter market and that price quotations               
would be reported by other sources. The extent of the public market             
for such Shares and the availability of such quotations would,                  
however, depend upon the number of holders of such Shares remaining             
at such time, the interest in maintaining a market in Shares on the             
part of securities firms, the possible termination of registration              
of such Shares under the Exchange Act, as described below, and other            
factors.                                                                        

Exchange Act Registration. The Shares are currently registered          
under the Exchange Act. Such registration may be terminated upon                
application by the Company to the Commission if there are fewer than            
300 record holders of such Shares. It is the intention of the                   
Offeror to seek to cause an application for such termination to be              
made as soon after consummation of the Offer as the requirements for            
termination of registration of such Shares are met. If such                     
registration were terminated, the Company would no longer legally be            
required to disclose publicly in proxy materials distributed to                 
stockholders the information which it now must provide under the                
Exchange Act or to make public disclosure of financial and other                
information in annual, quarterly and other reports required to be               
filed with the Commission under the Exchange Act; the Company would             
no longer be subject to Rule 13e-3 under the Exchange Act relating              
to "going private" transactions; and the officers, directors and 10%            
stockholders of the Company would no longer be subject to the                   
"short-swing" insider trading reporting and profit recovery                     
provisions of the Exchange Act. Furthermore, if such registration               
were terminated, persons holding "restricted securities" of the                 
Company may be deprived of their ability to dispose of such                     
securities under Rule 144 or Rule 144A promulgated under the                    
Securities Act of 1933, as amended (the "Securities Act").                      

If registration of the Shares is not terminated prior to the            
Merger, then the Shares will be delisted from all stock exchanges               
and the registration of the Shares under the Exchange Act will be               
terminated following the consummation of the Merger.                            

Margin Regulations. The Shares are currently "margin securities"        
under the regulations of the Board of Governors of the Federal                  
Reserve System (the "Federal Reserve Board"), which has the effect,             
among other things, of allowing brokers to extend credit on the                 
collateral of such Shares. Depending upon factors similar to those              
described above regarding listing and market quotations, it is                  
possible that, following the Offer, the Shares would no longer                  
constitute "margin securities" for the purposes of the margin                   
regulations of the Federal Reserve Board and therefore could no                 
longer be used as collateral for loans made by brokers. If                      
registration of Shares under the Exchange Act were terminated, such             
Shares would no longer be "margin securities."                                  

8. CERTAIN INFORMATION CONCERNING THE COMPANY.                                  

Except as otherwise set forth herein, the information concerning        
the Company contained in this Offer to Purchase, including financial            
information, has been furnished by the Company or has been taken                
from or based upon publicly available documents and records on file             
with the Commission and other public sources. Although neither the              
Offeror nor Parent has any knowledge that would indicate that                   
statements contained herein based upon such documents are untrue,               
neither the Offeror nor Parent assume any                                       

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responsibility for the accuracy or completeness of the information              
concerning the Company or for any failure by the Company to disclose            
events which may have occurred or may affect the significance or                
accuracy of any such information but which are unknown to the                   
Offeror or Parent.                                                              

The Company is a Georgia corporation with its principal                 
executive offices located at 2100 RiverEdge Parkway, Suite 1200,                
Atlanta, Georgia 30328. The Company is engaged in the manufacture               
and sale of specialty packaging and printed office products. The                
markets for these products are located principally throughout the               
continental United States.                                                      

Set forth below is certain summary consolidated financial data          
with respect to the Company excerpted or derived from financial                 
information contained in the 1998 10-K and the Company's Quarterly              
Report on Form 10-Q for the quarter ended September 30, 1999. More              
comprehensive financial information is included in such reports and             
other documents filed by the Company with the Commission, and the               
following summary is qualified in its entirety by reference to such             
reports and such other documents and all the financial information              
(including any related notes) contained therein. Such reports and               
other documents should be available for inspection and copies                   
thereof should be obtainable in the manner set forth below.                     

AMERICAN BUSINESS PRODUCTS, INC.            

SELECTED CONSOLIDATED FINANCIAL INFORMATION             

                                                        [Enlarge/Download Table]

                                               NINE MONTHS ENDED                                                
                                                 SEPTEMBER 30                     YEAR ENDED DECEMBER 31        
                                              -------------------           --------------------------------    
                                              1999           1998           1998           1997           1996  
                                              ----           ----           ----           ----           ----  
                                                  (UNAUDITED)                                                   
                                                      (IN MILLIONS OF DOLLARS, EXCEPT PER SHARE DATA)           
                                                                                                                
Income Statement Data                                                                                           
  Net sales.............................    $350,196       $346,757       $461,270       $453,315       $568,275
  Net income (loss).....................      12,395         13,487         11,787         19,242         21,054
  Net income per share (diluted)........        0.82           0.83           0.74           1.16           1.28
  Net income per share (basic)..........        0.82           0.84           0.74           1.17           1.28


                                                      SEPTEMBER 30                    DECEMBER 31               
                                                      ------------         ----------------------------------   
                                                          1999             1998           1997           1996   
                                                          ----             ----           ----           ----   
                                                       (UNAUDITED)                                              
                                                                      (IN MILLIONS OF DOLLARS)                  
                                                                                                                
Balance Sheet Data                                                                                              
  Total current assets............................      $135,732         $166,211       $173,559       $190,835 
  Total assets....................................       282,659          301,244        330,494        337,771 
  Total current liabilities.......................        59,067           67,629         69,129         74,143 
  Total shareholders' equity......................       156,346          162,740        181,697        172,991 

The Company is subject to the informational requirements of the         
Exchange Act and in accordance therewith files periodic reports,                
proxy statements and other information with the Commission relating             
to its business, financial condition and other matters. The Company             
is required to disclose in such proxy statements certain                        
information, as of particular dates, concerning the Company's                   
directors and officers, their remuneration, stock options granted to            
them, the principal holders of the Company's securities and any                 
material interests of such persons in transactions with the Company.            
Such reports, proxy statements and other information may be                     
inspected at the public reference facilities maintained by the                  
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.               
20549, and at the regional offices of the Commission located at                 
Seven World Trade Center, 13th Floor, New York, New York 10048 and              
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,                  
Illinois 60661. Copies of such material may also be obtained at                 
prescribed rates from the Public Reference Section of the                       
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The                 
Commission also maintains a World Wide Web site on the internet at              
http://www.sec.gov that contains reports and other information                  
regarding registrants that file electronically with the Commission.             
Such material may also be inspected at the offices of the NYSE, 20              
Broad Street, New York, New York 10005.                                         

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9. CERTAIN INFORMATION CONCERNING PARENT AND THE OFFEROR.                       

The Offeror is a newly incorporated Georgia corporation. To             
date, the Offeror has not conducted any business other than that                
incident to its formation, the execution and delivery of the Merger             
Agreement, the Tender Agreement and the commencement of the Offer.              
Accordingly, no meaningful financial information with respect to the            
Offeror is available. The Offeror is an indirect wholly-owned                   
subsidiary of Parent. The principal executive office of the Offeror             
is located at 23 Inverness Way East, Suite 160, Englewood, Colorado             
80112.                                                                          

Parent, a Colorado corporation, has its principal executive             
office at 23 Inverness Way East, Suite 160, Englewood, Colorado                 
80112. Parent is a leading consolidator in the highly fragmented                
printing industry, specializing in four fast-growing                            
multibillion-dollar market segments: commercial printing, envelopes,            
labels and printing for distributors. Parent currently has more than            
13,000 employees and 110 printing plants and numerous sales offices             
throughout North America.                                                       

Set forth below is certain summary consolidated financial data          
with respect to Parent excerpted or derived from financial                      
information contained in Parent's Annual Report on Form 10-K for the            
year ended December 31, 1998 and Parent's Quarterly Report on Form              
10-Q for the quarter ended September 30, 1999. More comprehensive               
financial information is included in such reports and other                     
documents filed by Parent with the Commission, and the following                
summary is qualified in its entirety by reference to such reports               
and such other documents and all the financial information                      
(including any related notes) contained therein.                                

                                                        [Enlarge/Download Table]
                                               MAIL WELL, INC.                                                    

                              SELECTED CONSOLIDATED FINANCIAL INFORMATION                                         
                             (IN MILLIONS OF DOLLARS, EXCEPT PER SHARE DATA)                                      

                                                   NINE MONTHS ENDED                                              
                                                     SEPTEMBER 30                                                 
                                                        (000'S)                      YEAR ENDED DECEMBER 31       
                                                  -------------------           --------------------------------- 
                                                  1999           1998           1998           1997          1996 
                                                  ----           ----           ----           ----          ---- 
                                                      (UNAUDITED)                                                 
                                                                                                                  
Income Statement Data                                                                                             
  Net sales.................................    $1,372.3       $1,072.9       $1,504.7       $1,073.9       $944.5
  Income before extraordinary item..........        47.3           33.6           25.8           35.0         21.2
  Net income................................        47.3           33.6           21.7           28.9         21.2
  Earnings per basic share:                                                                                       
  Net income per share before extraordinary                                                                       
    item....................................    $   0.97       $   0.73       $   0.55       $   0.86       $ 0.53
  Extraordinary item........................        0.00           0.00          (0.08)         (0.15)          --
                                                --------       --------       --------       --------       ------
  Net income per basic share................    $   0.97       $   0.73       $   0.47       $   0.71       $ 0.53
                                                ========       ========       ========       ========       ======
  Earnings per diluted share:                                                                                     
  Income per share before extraordinary                                                                           
    item....................................    $   0.88       $   0.88       $   0.53<Fc>   $   0.82       $ 0.52
  Extraordinary item........................        0.00           0.00          (0.08)         (0.14)          --
                                                --------       --------       --------       --------       ------
  Net income per diluted share..............    $   0.88       $   0.88       $   0.45       $   0.68       $ 0.52
                                                ========       ========       ========       ========       ======


                                                          SEPTEMBER 30                  DECEMBER 31               
                                                          ------------         -------------------------------    
                                                              1999             1998          1997         1996    
                                                              ----             ----          ----         ----    
                                                          (UNAUDITED)                                             
                                                                        (IN MILLIONS OF DOLLARS)                  
                                                                                                                  
Balance Sheet Data                                                                                                
  Total current assets................................      $  367.7         $  335.9       $234.9       $177.6   
  Total assets........................................       1,360.3          1,128.0        671.4        552.0   
  Total current liabilities...........................         259.4            183.7        129.5        142.4   
  Total long term debt................................         672.6            583.4        330.4        237.8   
  Total shareholders' equity..........................         354.6            299.4        171.8        143.4   

Parent is subject to the informational requirements of the              
Exchange Act and in accordance therewith files periodic reports and             
other information with the Commission relating to its business,                 
financial                                                                       

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condition and other matters. Such reports and other information are             
available for inspection and copying at the offices of the                      
Commission in the same manner as set forth with respect to the                  
Company in Section 8. Such material may also be inspected at the                
offices of the NYSE, 20 Broad Street, New York, New York 10005.                 

The name, citizenship, business address, present principal              
occupation and material positions held during the past five years of            
each of the directors and executive officers of Parent and the                  
Offeror are set forth in Annex I to this Offer to Purchase.                     

Except as set forth in this Offer to Purchase, none of the              
Offeror, Parent or, to the best knowledge of the Offeror or Parent,             
any of the persons listed in Annex I hereto, has any contract,                  
arrangement, understanding or relationship with any other person                
with respect to any securities of the Company, including, but not               
limited to, any contract, arrangement, understanding or relationship            
concerning the transfer or the voting of any such securities, joint             
ventures, loan or option arrangements, puts or calls, guaranties of             
loans, guaranties against loss or the giving or withholding of                  
proxies. Except as set forth in this Offer to Purchase, there have              
been no contacts, negotiations or transactions between the Offeror              
or Parent, or, to the best of their knowledge, any of the persons               
listed in Annex I hereto, on the one hand, and the Company or its               
affiliates, on the other hand, concerning a merger, consolidation or            
acquisition, a tender offer or other acquisition of securities, an              
election of directors or a sale or other transfer of a material                 
amount of assets. Except as described in this Offer to Purchase,                
none of the Offeror or Parent or, to the best knowledge of Parent or            
the Offeror or, any of the persons listed in Annex I hereto, has had            
any transaction with the Company or any of its executive officers,              
directors or affiliates that would require disclosure under the                 
rules and regulations of the Commission applicable to the Offer.                

10. SOURCE AND AMOUNT OF FUNDS.                                                 

The Offeror estimates that the total amount of funds required to        
acquire the Shares pursuant to the Offer, the Merger Agreement and              
the Tender Agreement (exclusive of related fees and expenses) will              
be approximately $297,172,099 (assuming the exercise of all                     
outstanding options net of exercise price received).                            

Parent has received a written financing commitment (the                 
"Commitment Letter") from Bank of America, N.A. for a senior secured            
financing in the aggregate principal amount of $800,000,000 (the                
"Senior Secured Financing") to finance the transactions under the               
Merger Agreement (estimated to be $334,000,000, including the                   
repayment of Company debt), to pay related costs and expenses                   
(estimated to be $15,000,000), to refinance certain indebtedness of             
Parent and its subsidiaries (estimated to be approximately $340,000,000)        
and the remainder to provide funds for ongoing general corporate purposes       
of the Parent after the Merger. Although Bank of America has committed          
to provide the entire Senior Secured Financing, Bank of America expects         
to assemble a syndicate of financial institutions (the "Lenders") prior         
to or promptly after the initial funding under the Senior Secured               
Financing. The terms of the definitive agreement providing for the Senior       
Secured Financing (the "Loan Agreement") have not yet been finalized. The       
following is a summary of the anticipated principal terms of the Senior         
Secured Financing based upon the Commitment Letter. This summary is subject     
to finalizing of the Loan Agreement and is qualified in its entirety by         
reference to the Commitment Letter, which is filed as an exhibit to the         
Schedule 14D-1 of which this Offer to Purchase is an exhibit.                   

The Senior Secured Financing will be in the form of (i) a               
Revolving Credit Facility in the aggregate amount of $150 million,              
(ii) a Tranche A Term Loan Facility in the aggregate amount of $400             
million, and (iii) a Tranche B Term Loan Facility in the aggregate              
amount of $250 million. The Revolving Credit Facility will mature               
upon the earlier to occur of the repayment in full of the Tranche A             
Term Facility and 6 years from the date of closing of the Senior                
Secured Financing. The Tranche A Term Loan Facility will mature 6               
years from the closing date and the Tranche B Term Loan Facility                
will mature 7 years from the closing date. Both Term Loan Facilities            
will be subject to repayment according to a scheduled amortization              
to be determined.                                                               

Borrowings under the Revolving Credit Facility and the Tranche A        
Term Loan Facility will bear interest at a rate equal to (i) LIBOR              
plus a margin rate to be determined and based upon Parents funded               

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debt to EBITDA ratio ("Applicable Margin"); or (ii) an alternate                
base rate (determined by the higher of the Bank of America prime                
rate or the Federal Funds rate plus .50%) ("Alternate Base Rate")               
plus the Applicable Margin. Borrowings under the Tranche B Term Loan            
Facility will bear interest at a rate equal to (i) LIBOR plus 300.0             
basis points, or (ii) the Alternate Base Rate plus 175.0 basis                  
points. Parent will also pay Bank of America underwriting and                   
administration fees, reimburse certain expenses and provide certain             
indemnities, all of which Parent believes to be customary for                   
borrowings of this type.                                                        

The security for the Senior Secured Financing will be a first           
priority perfected security interest in (i) all of the capital stock            
of the domestic subsidiaries of Parent and 65% of the capital stock             
of each foreign subsidiary of the Parent; and (ii) all other present            
and future material assets and properties of the subsidiaries of the            
Parent including the Company following the Merger.                              

The definitive loan agreement will contain conditions precedent,        
representations and warranties, covenants (including financial                  
covenants), events of default and other provisions customary for                
such financings.                                                                

Bank of America's commitment to provide the Senior Secured              
Financing is conditioned upon, among other things, the execution of             
a definitive loan agreement on or before April 14, 2000; completion             
and satisfaction with a due diligence analysis and review of the                
acquisition of the Company by Parent and the financial condition,               
business, operations, accounting treatment and prospects for Parent             
and its subsidiaries after the acquisition of the Company; the                  
absence of a material change in the market for syndicated facilities            
similar to the Senior Secured Financing and in financial, banking or            
capital markets; and other conditions customary for such financings.            

It is anticipated that the indebtedness incurred through                
borrowings under the Senior Secured Financing will be repaid from               
funds generated internally by Parent and its subsidiaries, including            
the Company and its subsidiaries, and from other sources that may               
include the proceeds of the private or public sale of debt or equity            
securities. No final decisions have been made concerning the method             
Parent will employ to repay such indebtedness. Such decisions when              
made will be based on Parent's review from time to time of the                  
advisability of particular actions, as well as on prevailing                    
interest rates and financial and other economic conditions.                     

11. BACKGROUND OF THE OFFER; PAST CONTACTS, TRANSACTIONS OR                     
NEGOTIATIONS WITH THE COMPANY.                                          

Parent was initially contacted by the Company's financial               
advisor on or about October 22, 1999 and advised that the Company               
had retained them to assist in examining strategic alternatives to              
maximize shareholder value. On November 4, 1999 Parent entered into             
a Confidentiality Agreement with respect to the Company. Parent                 
received the Confidential Offering Memorandum on November 5 and                 
subsequently commenced its valuation of the Company in the context              
of the process outlined by the Company's advisor.                               

On November 18, 1999 Parent submitted its initial valuation             
range for the shares of the Company. Shortly thereafter, Parent                 
was advised verbally that it was being invited to remain in the                 
process and to receive a presentation from the Company's management             
as soon as schedules could be arranged. A presentation by the Company's         
management to Parent's management took place in Atlanta, Georgia on             
December 13, 1999 and was followed by tours of certain of the Company's         
operating facilities on December 14. Parent conducted other due diligence       
with respect to the Company concurrently with the presentation and              
facilities tour, including examination by Parent and certain of its             
professional advisors of various documents pertaining to the Company            
which had been assembled at the offices of the Company's law firm in Atlanta.   

Parent held a telephonic meeting of its Board of Directors on           
December 17, 1999, during which the Board discussed a potential                 
transaction to acquire the Company. The Board authorized Parent's               
management to pursue the acquisition of the Company. On December 20,            
Parent was invited by the Company's advisor to submit a definitive              
proposal to acquire the Company by January 6, 2000.                             

On January 4, 2000 Parent interviewed the President's of the            
Company's business units as part of its due diligence. On January 6,            
2000 Parent submitted a written offer to acquire the Company at a               
price of                                                                        

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$19.25 per share. Parent was informed that the Company's Board of               
Directors would meet on January 10, 2000 to consider offers made to             
acquire the Company. Commencing on the afternoon of January 10,                 
2000, discussions were held among the Company, its advisor and                  
Parent. These discussions culminated in Parent submitting a revised             
written offer on January 11, 2000 to acquire the Company at a price             
of $20 per share, subject to approval of its Board of Directors. On             
January 12, 2000 Parent advised the Company that Parent had been                
authorized by its Board of Directors to pursue its $20 per share                
offer, and a revised written offer was submitted to the Company.                
Parent was subsequently advised later on January 12 that the                    
Company's Board of Directors had approved Parent's offer of $20 per             
share subject to the negotiation, execution and delivery of a                   
definitive agreement and the receipt of an executed commitment                  
letter from a nationally recognized financial institution, in form              
and content satisfactory to the Executive Committee of the Board of             
Directors of the Company, agreeing to finance the transaction proposed by       
Parent.                                                                         

Negotiations of a definitive agreement commenced immediately and        
were concluded on January 13 with the execution of the Merger                   
Agreement. Also on January 13, 2000, Parent received and                        
transmitted to the Company a commitment letter from Bank of America             
agreeing to finance the transaction. The transaction was announced              
on January 14, 2000 at 6:05 a.m. eastern standard time.                         

12. PURPOSE OF THE OFFER AND THE MERGER; PLANS FOR THE COMPANY.                 

The purpose of the Offer, the Merger and the Merger Agreement           
and the other transactions contemplated thereby is to enable Parent             
to acquire control of, and the entire equity interest in, the                   
Company.                                                                        

In order to effect the Merger, the GBCC and the Articles of             
Incorporation of the Company (the "Charter") require the holders of             
a majority of the Shares to approve the Merger Agreement. The Board             
of Directors of the Company has unanimously approved and adopted the            
Merger Agreement and the Tender Agreement and approved the terms of             
the Offer and the Merger, and, unless the Merger is consummated                 
pursuant to the short form merger provisions under the GBCC as                  
described below, the only remaining required corporate action of the            
Company is the approval of the Merger Agreement by the affirmative              
vote of the holders of a majority of the outstanding Shares. If the             
Offeror acquires, through the Offer or otherwise a majority of the              
combined voting power of the outstanding Shares, it would have                  
sufficient voting power to effect the Merger without the vote of any            
other stockholder of the Company.                                               

Pursuant to the Merger Agreement, the Company has agreed that,          
as soon as practicable following the expiration of the Offer, it                
will duly call and hold a meeting of stockholders for the purpose of            
obtaining the stockholder approval of the Merger Agreement. Parent              
has agreed that all Shares owned by the Offeror or any other                    
subsidiary of Parent will be voted in favor of approval of the                  
Merger Agreement. The meeting of stockholders shall be held as soon             
as practicable following the purchase of Shares pursuant to the                 
Offer. If the Offeror acquires a majority of the Shares through the             
Offer or otherwise, approval of the Merger Agreement can be obtained            
without the affirmative vote of any other stockholder of the                    
Company.                                                                        

Appraisal Rights. No appraisal rights are available in                  
connection with the Offer. However, if the Merger is consummated,               
stockholders of the Company will have certain rights under the GBCC             
to dissent and demand appraisal of, and to receive payment in cash              
for the fair value of, their Shares. Such rights to dissent, if the             
statutory procedures are complied with, could lead to a judicial                
determination of the fair value of the Shares (excluding any                    
appreciation or depreciation in anticipation of the merger) required            
to be paid in cash to such dissenting holders of their Shares. In               
addition, such dissenting stockholders may be entitled to receive               
payment of a fair rate of interest from the date of consummation of             
the merger on the amount determined to be the fair value of their               
Shares. In determining the fair value of the Shares, a Georgia court            
could take into account all relevant factors. Accordingly, such                 
determination could be based upon considerations other than, or in              
addition to, the market value of the Shares, including, among other             
things, asset values and earning capacity.                                      

Rule 13e-3. The Commission has adopted Rule 13e-3 under the             
Exchange Act which is applicable to certain "going private"                     
transactions and which may, under certain circumstances, be                     
applicable to the Merger or another business combination in which               
the Offeror seeks to acquire the remaining Shares not                           

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held by it following the purchase of Shares pursuant to the Offer.              
The Offeror believes, however, that Rule 13e-3 will not be                      
applicable to the Merger if it is consummated within one year after             
the termination of the Offer at the Offer Price. If applicable, Rule            
13e-3 requires, among other things, that certain financial                      
information concerning the Company and certain information relating             
to the fairness of the proposed transaction and the consideration               
offered to minority stockholders in such transaction be filed with              
the Commission and disclosed to stockholders prior to consummation              
of the transaction.                                                             

Plans for the Company. Parent will continue to evaluate the             
business and operations of the Company during the pendency of the               
Offer and after the consummation of the Offer and the Merger. Parent            
intends to seek additional information about the Company during this            
period. Thereafter, Parent intends to review such information as                
part of a comprehensive review of the Company's business,                       
operations, capitalization and management with a view to optimizing             
the Company's potential contribution to Parent's business. So long              
as there are holders of Shares other than Parent or any of its                  
subsidiaries, Parent expects that the Board of Directors of the                 
Company would not declare dividends on the Shares.                              

Except as indicated in this Offer to Purchase and the Merger            
Agreement, Parent does not have any current plans or proposals which            
relate to or would result in any of the following: an extraordinary             
corporate transaction, such as a merger, reorganization or                      
liquidation involving the Company or any of its subsidiaries; a sale            
or transfer of a material amount of assets of the Company or any of             
its subsidiaries; any change in the present Board of Directors or               
management of the Company; any material change in the Company's                 
present capitalization or dividend policy; or any other material                
change in the Company's corporate structure or business.                        

13. THE MERGER AGREEMENT AND THE TENDER AGREEMENT.                              

The following is a summary of the material terms of the Merger          
Agreement, which summary is qualified in its entirety by reference              
to the Merger Agreement which is filed as an exhibit to the Tender              
Offer Statement on Schedule 14D-1.                                              

The Offer. The Merger Agreement provides for the commencement of        
the Offer as promptly as practicable, but in no event later than                
five (5) business days following the date of public announcement of             
the execution thereof. The obligation of Offeror to accept for                  
payment the Shares tendered pursuant to the Offer is subject to (i)             
the Minimum Condition and (ii) the satisfaction or waiver of certain            
other conditions of the Offer. See Section 15. The Minimum Condition            
of the Offer is that the Shares tendered pursuant to the Offer by               
the expiration of the Offer and not withdrawn, together with the                
Shares owned by the Offeror, represent, on a fully diluted basis, a             
majority of the outstanding voting power of the Shares.                         

The Offeror expressly reserves the right to modify the terms of         
the Offer, except that, without the consent of the Company, the                 
Offeror shall not (a) reduce the number of Shares subject to the                
Offer, (b) reduce the price per Share to be paid pursuant to the                
Offer, (c) modify or add to the conditions set forth in Section 15,             
(d) except as provided below, extend the Offer, or (e) change the               
form of consideration payable in the Offer.                                     

Notwithstanding the foregoing, the Offeror may, without the             
consent of the Company, (a) extend the Offer, if at the scheduled               
Expiration Date any of the conditions to Offeror's obligations to               
purchase Shares shall not be satisfied until such conditions have               
been satisfied, (b) extend the Offer for a period of not more than              
ten business days beyond the initial expiration date of the Offer,              
if on the date of such extension less than 90% of the outstanding               
Shares have been validly tendered and not properly withdrawn                    
pursuant to the Stock Offer, notwithstanding that all conditions to             
the Offer are satisfied as of the date of such extension, and (c)               
extend the Offer for any period required by any rule, regulation,               
interpretation or position of the Commission or the staff thereof               
applicable to the Offer. Notwithstanding the foregoing, the Offer               
may not be extended beyond the date of termination of the Merger                
Agreement set forth in Section 15.                                              

The Merger. The Merger Agreement provides that, upon the terms          
and subject to the conditions of the Merger Agreement, and in                   
accordance with the GBCC, Offeror shall be merged with and into the             
Company at the Effective Time. Following the merger, the separate               
corporate existence of Offeror shall                                            

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cease and the Company shall continue as the Surviving Corporation               
and shall succeed to and assume all the rights and obligations of               
Offeror and the Company in accordance with the GBCC. At the                     
Effective Time, the Charter and the By-laws of the Company shall be             
the Charter and By-Laws of the Surviving Corporation. The directors             
of Offeror shall become the directors of the Surviving Corporation              
and the officers of the Offeror shall become the officers of the                
Surviving Corporation.                                                          

Conversion of Securities. As of the Effective Time, by virtue of        
the Merger and without any action on the part of Offeror, the                   
Company or the holders of any securities of Offeror or the Company,             
each Share (other than Shares owned by the Company, any subsidiary              
of the Company, Parent, Offeror, any other subsidiary of Parent or              
by stockholders, if any, who are entitled to and who properly                   
exercise appraisal rights under the GBCC) shall be converted into               
the right to receive from the Surviving Corporation, in cash,                   
without interest, the price per Share paid pursuant to the Offer.               
Each share of stock of Offeror issued and outstanding immediately               
prior to the Effective Time shall, at the Effective Time, by virtue             
of the merger and without any action on the part of the holder of               
any shares of stock of Offeror, be converted into and become one                
fully paid and nonassessable shares of common stock, $2.00 par                  
value, of the Surviving Corporation.                                            

Representations and Warranties. In the Merger Agreement, the            
Company has made customary representations and warranties to Parent             
and Offeror. The representations and warranties of the Company                  
relate, among other things, to: its organization and qualification;             
subsidiaries; capital structure; authority to enter into the Merger             
Agreement and to consummate the transactions contemplated thereby;              
required consents and approvals; filings made by the Company with               
the Commission under the Securities Act or the Exchange Act                     
(including financial statements included in the documents filed by              
the Company under these acts); absence of any material adverse                  
change; compliance with laws; tax matters; liabilities; benefit                 
plans and employees and employment practices; litigation;                       
environmental matters; and intellectual property related matters.               

The Offeror and Parent have also made customary representations         
and warranties to the Company. Representations and warranties of                
Offeror and Parent relate, among other things, to their organization            
and authority to enter into the Merger Agreement and to consummate              
the transactions contemplated thereby, required consents and                    
approvals and financing matters.                                                

Covenants Relating to the Conduct of Business. During the period        
from the date of the Merger Agreement to the Effective Time, the                
Company has agreed as to itself and its subsidiaries to carry on its            
business in the ordinary course of its business as currently                    
conducted and that, except as otherwise expressly contemplated or               
permitted by the Merger Agreement or except to the extent Parent                
shall otherwise consent in writing, the Company shall not:                      

a. (i) Declare, set aside or pay any dividends on, or make any          
other actual, constructive or deemed distributions in respect of,               
any of its capital stock, or otherwise make any payments to its                 
shareholders in their capacity as such (other than dividends and                
other distributions by the Company's subsidiaries), (ii) other than             
in the case of any subsidiary, split, combine or reclassify any of              
its capital stock or issue or authorize the issuance of any other               
securities in respect of, in lieu of or in Substitution for shares              
of its capital stock or (iii) purchase, redeem, or otherwise acquire            
any shares of capital stock of the Company or any other securities              
thereof or any rights, warrants or options to acquire any such                  
shares or other securities;                                                     

b. Issue, deliver, sell, pledge, dispose of or otherwise                
encumber any shares of its capital stock, any other voting                      
securities or equity equivalent or any securities convertible into,             
or any rights, warrants or options to acquire any such shares,                  
voting securities, equity equivalent or convertible securities,                 
other than (i) the issuance of Shares upon the exercise of Company              
stock options outstanding on the date of the Merger Agreement in                
accordance with their current terms, or (ii) the issuance by any                
wholly-owned subsidiary of the Company of its capital stock to the              
Company or another wholly-owned subsidiary of the Company;                      

c. Amend its Articles of Incorporation or Bylaws;                       

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d. Sell, lease or otherwise dispose of, or agree to sell, lease         
or otherwise dispose of, any of its assets, other than transactions             
that are in the ordinary course of business consistent with past                
practice and not material to the Company and its subsidiaries taken             
as a whole;                                                                     

e. Incur any indebtedness for borrowed money, guarantee any such        
indebtedness or make any loans, advances or capital contributions               
to, or other investments in, any other person, other than (i) in the            
ordinary course of business consistent with past practices and (ii)             
indebtedness, loans, advances, capital contributions and investments            
between the Company and any of its subsidiaries or between any of               
such subsidiaries;                                                              

f. Alter (through merger, liquidation, reorganization,                  
restructuring or in any other fashion) the corporate structure or               
ownership of the Company or enter into any binding commitment to do             
so;                                                                             

g. Except as set forth in the schedules to the Merger Agreement,        
enter into or adopt, or amend any existing, severance plan,                     
agreement or arrangement or enter into or amend any employee benefit            
plan or employment or consulting agreement, other than as required              
by law or in the ordinary course of business;                                   

h. Except as set forth in the schedules to the Merger Agreement         
increase the compensation payable or to become payable to its                   
officers or employees, except for increases in the ordinary course              
of business consistent with past practice in salaries or wages of               
officers or employees of the Company or any of its subsidiaries, or             
enter into any employment or severance agreement with any director              
or officer of the Company or any of it subsidiaries, or establish,              
adopt, enter into, or, except as may be required to comply with                 
applicable law, any new labor, collective bargaining, bonus, profit             
sharing, thrift, compensation, stock option, restricted stock,                  
pension, retirement, deferred compensation, severance or other plan,            
agreement, trust, fund, policy or arrangement for the benefit of any            
director, officer or employees;                                                 

i. Knowingly violate or knowingly fail to perform any material          
obligation or duty imposed upon it or any subsidiary by any                     
applicable material federal, state or local law, rule, regulation,              
guideline or ordinance;                                                         

or                                                                              

j. Authorize, recommend, propose or announce an intention to do         
any of the foregoing, or enter into any contract, agreement,                    
commitment or arrangement to do any of the foregoing.                           

No Solicitation. The Merger Agreement provides that the Company         
shall not, nor shall it permit any of its subsidiaries to, nor shall            
it authorize or permit any of its officers, directors, agents,                  
attorneys, accountants, advisors, affiliates and other                          
representatives, or those of any of its subsidiaries to, solicit,               
participate in, or encourage inquiries or proposals with respect to,            
or engage in any negotiations concerning, or provide any                        
confidential information to, or have any discussions or negotiations            
with, any person relating to, any Company Takeover Proposal;                    
provided, however, that if, at any time prior to the acceptance for             
payment of Shares pursuant to the Offer, the Board of Directors of              
the Company determines in good faith, after consultation with                   
outside counsel, that it is necessary to do so in order to comply               
with its fiduciary duties to the Company's stockholders under                   
applicable law, the Company may, in response to a Company Takeover              
Proposal which was not solicited subsequent to the date of the                  
Merger Agreement, and (a) to the extent applicable, to comply with              
Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act, and               
(b) subject to compliance with the notification provisions discussed            
below, engage in discussions or negotiations with, or furnish                   
information concerning the Company and its subsidiaries, business,              
properties or assets to, any third party which makes a Superior                 
Proposal.                                                                       

The Merger Agreement defines "Company Takeover Proposal" as any         
tender offer or exchange offer, proposal for a merger, consolidation            
or other business combination involving the Company or any of its               
subsidiaries or any proposal or offer to acquire in any manner a                
substantial equity interest in, or a substantial portion of the                 
assets of, the Company or any of its subsidiaries, other than by the            
transactions contemplated under, or otherwise permitted by, the                 
Merger Agreement. The Merger Agreement defines "Superior Proposal"              
as any Company Takeover Proposal, the terms of which the Board of               
Directors of the Company determines in its good faith judgment to be            
a superior financial alternative to the Company's                               

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shareholders when compared as a whole with the transactions                     
contemplated by the Merger Agreement and for which financing, to the            
extent required, is then committed or which, in the good faith                  
judgment of the Company's Board of Directors after consulting with              
its financial advisor, is reasonably likely to be obtained.                     

In addition to the obligations of the Company described in the          
preceding paragraphs, the Merger Agreement provides that the Company            
shall promptly advise Parent of any request for information or of               
any Company Takeover Proposal, the material terms and conditions of             
such request or Company Takeover Proposal and the identity of the               
person making any such request or Company Takeover Proposal. The                
Company is further required under the terms of the Merger Agreement             
to keep Parent fully informed of the status and details (including              
amendments or proposed amendments) of any such request or Company               
Takeover Proposal. Upon making the determination that the Board of              
Directors and the Company must engage in discussions with a third               
party to meet its fiduciary duty, and prior to engaging in                      
discussions or negotiations with, or furnishing information                     
concerning the Company and its subsidiaries, business, properties or            
assets to, any third party in connection with a Superior Proposal,              
the Board of Directors of the Company must provide not less than                
five (5) days prior written notice to Parent of such determination,             
including a description of the Superior Proposal in reasonable                  
detail to allow the Parent to evaluate such Superior Proposal.                  

Access. The Merger Agreement provides that Company must allow           
Parent, Offeror, their lender, and their respective authorized                  
representatives, during ordinary business hours, access to examine              
all documents, records, reports, books, or files maintained by                  
Company or its representatives, including but not limited to access             
to Company's financial records, auditor's work papers, or other such            
documents as may be reasonably requested by Parent. In addition,                
Company shall promptly provide Parent with copies of all management             
reports normally provided to the Company's Chief Executive Officer.             

Shareholders Meeting. The Merger Agreement provides, if the             
approval and adoption of the Merger Agreement by the Company's                  
stockholders is required by law, the Company will, as soon as                   
practicable following the consummation of Offer, duly call, give                
notice of, convene and hold a stockholder meeting for the purpose of            
considering the approval of the Merger Agreement and the                        
transactions contemplated thereby. The Board of Directors of the                
Company will recommend to the stockholders the adoption or approval             
of the Merger Agreement and the Merger, shall solicit proxies in                
favor of the Merger Agreement and the Merger and shall take all                 
other lawful actions necessary, helpful to secure the vote or                   
consent of such holders required by law and the Company's Articles              
of Incorporation. Notwithstanding the foregoing, if the Offeror                 
acquires at least 90% of the outstanding Shares, the parties shall,             
at the request of Parent, take all necessary and appropriate action             
to cause the Merger to become effective as soon as practicable after            
the expiration of the Offer without a meeting of the Company's                  
stockholders in accordance with the GBCC.                                       

Payment in Respect of Equity Rights. Pursuant to the Merger             
Agreement, the Board of Directors of the Company agreed to adopt                
such resolutions or take such other actions as are required to                  
adjust the terms of all outstanding employee stock options or other             
rights to purchase Shares ("Company Options") to provide that each              
Company Options outstanding immediately prior to the acceptance for             
payment of Shares pursuant to the Offer are be canceled in exchange             
for a cash payment from the Company. The amount of such cash payment            
shall be equal to (a) the excess, if any, of (i) the price per Share            
to be paid pursuant to the Offer over (ii) the exercise or                      
conversion price per Share of such Company Options, multiplied by               
(b) the number of Shares for which such Company Options shall not               
theretofore have been exercised (the "Option Consideration"). Under             
the Merger Agreement, at the Effective Time, each holder of                     
then-outstanding Company Options, whether or not then exercisable,              
shall receive for each Share subject to such Company Options an                 
amount (subject to any applicable withholding tax) in cash equal to             
the difference between the Offer Price and the per share exercise               
price of such Company Options to the extent such difference is a                
positive number.                                                                

The Company has also agreed that prior to the Effective Time,           
Company will use its best efforts to obtain all necessary consents              
or releases from holders of Company Options, to the extent required             
by the terms of the plans or agreements governing such Company                  
Options, or pursuant to the terms of any                                        

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Company Options granted thereunder, and to take all such other                  
lawful action as may be necessary to give effect to the transactions            
contemplated by the Merger Agreement. The Company further agreed that,          
except as otherwise agreed to by Parent or Offeror, the Company shall           
take all action necessary to ensure that (a) the provisions of any plan,        
program or arrangement providing for the issuance or grant of any               
interest in respect of the capital stock of Company or any Company              
subsidiary, shall be canceled as of the Effective Time, and (b)                 
following the Effective Time, (i) no participant in any plans,                  
programs or arrangements shall have any right thereunder to acquire             
equity securities of Company, the Surviving Corporation or any                  
subsidiary thereof and all such plans shall have been terminated,               
and (ii) Company will not be bound by any Company Options which                 
would entitle any person to own any capital stock of Company, the               
Surviving Corporation or any subsidiary thereof.                                

The Company has also agreed that it will take all action necessary      
to approve the Offer, the Merger, and all other transactions                    
contemplated by the Merger Agreement under the American Business                
Products Rights Agreement, by and between the Company and Equiserve             
Trust Company, N.A., dated May 5, 1999, as the same may be amended              
from time to time, and has represented and warranted that upon the              
taking of such action none of the Offer, the Merger, or any other               
transactions contemplated by the Merger Agreement will result in any            
of the rights therein becoming exercisable.                                     

Parent, the Company and their respective Boards of Directors have       
agreed that if any "fair price," "business combination," "control               
share acquisition," or "greenmail" statute or other similar statute             
or regulation shall become applicable to the transactions contemplated          
by the Merger Agreement, they shall use their reasonable best efforts           
to obtain or grant such approvals and take such actions as are necessary        
so that the transactions contemplated thereby may be consummated as             
promptly as practicable and otherwise act to minimize the effects of            
any such statute or regulation on such transactions.                            

Indemnification. Pursuant to the Merger Agreement, Parent and           
Offeror have agreed that from and after the Effective Time, Parent              
agrees not to, and agrees to cause the Surviving Corporation in the             
Merger not to, take any action nor permit any action to be taken                
which would have the effect of eliminating or impairing the rights              
of current or former officers and the directors of the Company to be            
indemnified for actions taken by such officers or directors in such             
capacities prior to the Effective Time so long as such                          
indemnification would have been available to such parties at such               
time in accordance with the respective Bylaws and Articles of                   
Incorporation of the Company and applicable law. Parent further                 
agreed to fund all such indemnification obligations of the Surviving            
Corporation as they relate to such matters. For a period of six                 
years from the Effective Time, Parent further agreed to cause the               
Surviving Corporation to provide the Company's current directors and            
officers an insurance and indemnification policy that provides                  
coverage for events occurring prior to the Effective Time that is no            
less favorable than the Company's existing policy or, if                        
substantially equivalent insurance coverage is unavailable, the best            
available coverage.                                                             

Conditions Precedent. The respective obligations of each party          
to effect the merger shall be subject to the fulfillment prior to               
the Closing Date (as defined in the Merger Agreement) of the                    
following conditions: (a) all actions by or in respect of or filings            
with any governmental entity required to permit the consummation of             
the Merger shall have been obtained or made (including the                      
expiration or termination of any applicable waiting period under the            
HSR Act); (b) no court or other governmental entity having                      
jurisdiction over the Company or Parent, or any of their respective             
subsidiaries, shall have enacted, issued, promulgated, enforced or              
entered any law, rule, regulation, executive order, decree,                     
injunction or other order (whether temporary, preliminary or                    
permanent) which is then in effect and has the effect of making the             
Merger or any of the transactions contemplated hereby illegal; and              
(c) Parent and Offeror shall have previously accepted for payment               
and paid for not less than a majority of the fully diluted Shares               
pursuant to the Offer.                                                          

The obligations of the Company to effect the Merger are further         
subject to fulfillment prior to the Effective Time of the following             
conditions: (a) (i) each of Parent and Offeror shall have performed             
in all material respects each of its agreements contained in the                
Merger Agreement required to be performed on or prior to the                    
Effective Time, (ii) each of the representations and warranties of              
Parent and Offeror contained in the Merger Agreement shall be true              
and correct on and as of the Effective Time, as if made                         

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on and as of such date, and (iii) the Company shall have received a             
certificate signed on behalf of each of Parent and Offeror by its Chief         
Executive Officer and its Chief Financial Officer to such effect;               
and (b) the Exchange Agent shall have delivered to the Company a                
certificate, dated as of the Effective Time, to the effect that                 
Parent has deposited with the Exchange Agent sufficient funds to pay            
the aggregate cash payments required to be paid pursuant to the                 
Offer.                                                                          

The obligations of Parent and the Offeror to effect the Merger          
are further subject to fulfillment prior to the Effective Time of               
the following conditions: (a) the Company shall have performed in               
all material respects each of its agreements contained in the Merger            
Agreement required to be performed on or prior to the Effective                 
Time, (b) each of the representations and warranties of the Company             
contained in the Merger shall be true and correct on and as of the              
Effective Time as if made on and as of such date, and (c) Parent shall          
have received a certificate signed on behalf of the Company by its              
Chief Executive Officer and its Chief Financial Officer to such effect.         

Termination. The Merger Agreement provides that it may be               
terminated at any time prior to the Effective Time, whether before              
or after the approval of the terms of the Merger Agreement by the               
stockholders of the Company:                                                    

a. By mutual written consent of Parent and the Company;                 

b. By either Parent or the Company, if the other party shall            
have failed to comply in any material respect with any of its                   
covenants or agreements contained in the Merger Agreement required              
to be complied with prior to the date of such termination, which                
failure to comply has not been cured within five business days                  
following receipt by such other party of written notice of such                 
failure to comply; provided, however, that if any such breach is                
curable by the breaching party through the exercise of the breaching            
party's best efforts and for so long as the breaching party shall be            
so using its best efforts to cure such breach, the non-breaching                
party may not terminate the Merger Agreement pursuant to this                   
paragraph;                                                                      

c. By either Parent or the Company, if there has been (i) a             
breach by the other party (in the case of Parent, including any                 
material breach by Offeror) of any representation or warranty that              
is not qualified as to materiality which has the effect of making               
such representation or warranty not true and correct in all material            
respects or (ii) a breach by the other party (in the case of Parent,            
including any material breach by Offeror) of any representation or              
warranty that is qualified as to materiality, in each case which                
breach has not been cured within five business days following                   
receipt by the breaching party of written notice of the breach;                 
provided, however, that if any such breach is curable by the                    
breaching party through the exercise of the breaching party's best              
efforts and for so long as the breaching party shall be so using its            
best efforts to cure such breach, the nonbreaching party may not                
terminate the Merger Agreement pursuant to this paragraph;                      

d. By Parent or the Company, if any court or other governmental         
entity having jurisdiction over a party to the Merger Agreement                 
shall have issued an order, decree or ruling or taken any other                 
action permanently enjoining, restraining or otherwise prohibiting              
the transactions contemplated by the Merger Agreement and such                  
order, decree, ruling or other action shall have become final and               
nonappealable;                                                                  

e. By Parent or the Company, if the shareholders of the Company         
are required by law to but do not approve the Merger Agreement and              
the transactions contemplated thereby at a shareholder meeting or               
any adjournment or postponement thereof;                                        

f. By the Company, if the Board of Directors of the Company             
shall have determined, after conferring with its independent legal              
counsel, that it is necessary to approve, endorse or recommend a                
Superior Proposal to the Company's shareholders in order to meet its            
fiduciary duties under applicable law;                                          

g. By Parent or the Company, if: (i) the Offer shall have               
expired without the Minimum Condition being met or (ii) Offeror                 
shall not have accepted for payment all Shares tendered pursuant to             
the Offer by July 13, 2000; provided, however, that the right to                
terminate the Merger Agreement under this section shall not be                  
available to any party whose failure to fulfill any obligation under            
the Merger Agreement has been the cause of, or resulted in, the                 
failure of Parent or Offeror, as the case may be, to purchase the               
Shares pursuant to the Offer on or prior to such date;                          

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h. By Parent if (i) the Board of Directors of Company or any            
committee thereof shall have withdrawn or modified in a manner                  
adverse to Parent or Offeror the approval or recommendation of the              
Offer, the Merger or the Merger Agreement, or approved or                       
recommended any Superior Proposal or any other acquisition of Shares            
other than the Offer and the Merger, or (ii) the Board of Directors             
of Company shall have determined to approve, endorse or recommend a             
Superior Proposal to the Company's shareholders; or                             

i. By Parent, in the event that Company has notified Parent of          
the existence of a Superior Proposal and Company has failed to                  
notify Parent that it has rejected such Superior Proposal within ten            
days of the date of such notice.                                                

Upon a termination of the Merger Agreement (i) by Parent or             
Company pursuant to paragraphs (e), (f) or (h) of above, or (ii) by             
Parent pursuant to paragraph (i) above, in the event that Company               
determines to accept the Superior Proposal that was the subject of              
the notice to Parent, Company shall pay to Parent, as liquidated                
damages and not as a penalty, Eight Million Dollars ($8,000,000),               
which amount has been reasonably calculated to approximate the                  
compensation due to Parent for its time, expense and lost                       
opportunity costs in connection herewith.                                       

Fees and Expenses. Parent shall pay all HSR Act filing fees and         
printing expenses of the parties. Except as otherwise provided in               
the Merger Agreement, whether or not the Merger is consummated, all             
costs and expenses incurred in connection with this Agreement and               
the transactions contemplated hereby including, without limitation,             
the fees and disbursements of counsel, financial advisors and                   
accountants, shall be paid by the party incurring such costs and                
expenses.                                                                       

Tender Agreements. Concurrently with the execution and delivery         
of the Merger Agreement, Parent, the Offeror and each of the                    
Tendering Stockholders entered into the Tender Agreement. Pursuant              
to the Tender Agreement, the Tendering Stockholders agreed to tender            
into the Offer an aggregate of 415,306 Shares currently owned by the            
Tendering Stockholders (the "Committed Shares"). The Tender                     
Agreement also provides that the Tendering Stockholders irrevocably             
appoint certain officers of the Offeror as their proxy to vote their            
portion of such Committed Shares (a) in favor of the Merger and the             
transaction and (b) otherwise in the manner directed by Offeror.                

14. DIVIDENDS AND DISTRIBUTIONS.                                                

The Merger Agreement provides that neither the Company nor any          
of its subsidiaries will, among other things, from the date of the              
Merger Agreement through the Effective Time (a) declare, set aside              
or pay any dividends on, or make any other actual, constructive or              
deemed distributions in respect of, any of its capital stock, or                
otherwise make any payments to its shareholders in their capacity as            
such (other than dividends and other distributions by subsidiaries),            
(b) other than in the case of any subsidiary, split, combine or                 
reclassify any of its capital stock or issue or authorize the                   
issuance of any other securities in respect of, in lieu of or in                
Substitution for shares of its capital stock or (c) purchase,                   
redeem, or otherwise acquire any shares of capital stock of the                 
Company or any other securities thereof or any rights, warrants or              
options to acquire any such shares or other securities.                         

15. CERTAIN CONDITIONS TO THE OFFEROR'S OBLIGATIONS.                            

Notwithstanding any other provision of the Offer or the Merger          
Agreement, Offeror shall not be required to accept for payment or,              
subject to any applicable rules and regulations of the SEC,                     
including Rule 14e-1(c) under the Exchange Act (relating to                     
Offeror's obligation to pay for or return tendered Shares promptly              
after termination or withdrawal of the Offer), pay for any Shares               
tendered pursuant to the Offer, and may postpone the acceptance for             
payment or, subject to the restriction referred to above, payment               
for any Shares tendered pursuant to the Offer, and may amend or                 
terminate the Offer as to any Shares not then paid for unless (i)               
there shall have been validly tendered and not withdrawn, prior to              
the expiration of the Offer, that number of Shares which would                  
represent at least a majority of the Fully Diluted Shares (as                   
defined below) (the "Minimum Condition") and (ii) any waiting period            
under the HSR Act applicable to the purchase of Shares pursuant to              
the Offer shall have expired or been terminated. The term "Fully                
Diluted Shares" means all outstanding securities entitled generally             
to vote in the election of                                                      

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directors of Company on a fully diluted basis, after giving effect              
to the exercise or conversion of all securities of the Company                  
(including Company Options) exercisable or convertible into such                
voting securities.                                                              

Furthermore, notwithstanding any other term of the Offer or the         
Agreement, Offeror shall not be required to accept for payment or,              
subject as aforesaid, to pay for any Shares not theretofore accepted            
for payment or paid for, and may terminate or amend the Offer, with             
the consent of Company, if, at any time on or after the date of the             
Agreement and prior to the acceptance for payment of Shares or the              
payment therefor, any of the following conditions exists:                       

a. There shall have been instituted, threatened or pending any          
litigation brought by any governmental authority or other person, or            
before any court or governmental authority, agency or tribunal,                 
domestic or foreign, in each case that has a reasonable likelihood              
of success, (i) challenging the acquisition by Parent or Offeror of             
any Shares, directly or indirectly seeking to restrain or prohibit              
or otherwise make substantially more costly the making or                       
consummation of the Offer or the Merger or the performance of any of            
the other transactions contemplated by the Merger Agreement or                  
materially delaying the Merger, or seeking to obtain from Company,              
Parent or Offeror any damages that are material in relation to                  
Company and its subsidiaries, taken as a whole, (ii) seeking to                 
prohibit or limit the ownership or operation by Company, Parent or              
any of their respective subsidiaries of any material portion of the             
business or assets of Company, Parent or any of their respective                
subsidiaries, or to compel Company, Parent or any of their                      
respective subsidiaries to dispose of or hold separate any material             
portion of the business or assets of Company, Parent or any of their            
respective subsidiaries, as a result of the Offer, the Merger or any            
of the other transactions contemplated by the Merger Agreement,                 
(iii) seeking to impose or to confirm limitations on the ability of             
Parent or any of its subsidiaries effectively to acquire or hold or             
to exercise full rights of ownership of Shares, including without               
limitation the right to vote any Shares acquired or owned by Parent             
or any of its subsidiaries on all matters properly presented to the             
shareholders of Company, including without limitation the adoption              
and approval of the Agreement and the Merger or the right to vote               
any shares of capital stock of any subsidiary directly or indirectly            
owned by Company, or (iv) seeking to prohibit Parent or any of its              
subsidiaries from effectively controlling in any material respect               
the business or operations of Company or any of its subsidiaries.               

b. There shall be any law enacted, entered, enforced,                   
promulgated, amended or issued with respect to, or deemed applicable            
to, or any consent, approval, authorization, clearance, exemption,              
waiver or similar affirmation by any person pursuant to any                     
contract, law, order or permit withheld with respect to, (i) Parent,            
Company or any of their respective subsidiaries or (ii) the Offer,              
the Merger or any of the other transactions contemplated by the                 
Merger Agreement, by any governmental entity or before any court or             
governmental authority, agency or tribunal, domestic or foreign,                
that is reasonably likely to result, directly or indirectly, in any             
of the consequences referred to in clauses (i) through (iv) of                  
paragraph (a) above;                                                            

c. (i) The Board of Directors of Company or any committee               
thereof shall have withdrawn or modified in a manner adverse to                 
Parent or Offeror the approval or recommendation of the Offer, the              
Merger or the Merger Agreement, or approved or recommended any                  
Superior Proposal or any other acquisition of Shares other than the             
Offer and the Merger or (ii) the Board of Directors of Company shall            
have determined to approve, endorse or recommend a Superior Proposal            
to the Company's shareholders;                                                  

d. Any of the representations and warranties of Company set             
forth in the Merger Agreement that are qualified as to materiality              
shall not be true and correct, or any such representations and                  
warranties that are not so qualified shall not be true and correct              
in any material respect, in each case as if such representations and            
warranties were made at the time of such determination;                         

e. Company shall have failed to perform in any material respect         
any obligation or to comply in any material respect with any                    
agreement or covenant of Company to be performed or complied with by            
it under the Merger Agreement;                                                  

f. The Agreement shall have been terminated in accordance with          
its terms or the Offer shall have been terminated with the consent              
of Company; or                                                                  

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g. All consents of and notices to or filings with governmental          
authorities and third parties required in connection with the                   
transactions contemplated by the Merger Agreement shall not have                
been obtained or made other than those the absence of which,                    
individually or in the aggregate, would not have a material adverse             
effect on the Company or prevent or materially delay consummation of            
any of the transactions contemplated by the Merger Agreement.                   

16. CERTAIN LEGAL MATTERS.                                                      

Except as set forth in this Section, the Offeror is not aware of        
any approval or other action by any governmental or administrative              
agency which would be required for the acquisition or ownership of              
Shares by the Offeror as contemplated herein. Should any such                   
approval or other action be required, it will be sought, but the                
Offeror has no current intention to delay the purchase of Shares                
tendered pursuant to the Offer pending the outcome of any such                  
matter, subject, however, to the Offeror's right to decline to                  
purchase Shares if any of the conditions specified in Section 15                
shall have occurred. There can be no assurance that any such                    
approval or other action, if needed, would be obtained or would be              
obtained without substantial conditions, or that adverse                        
consequences might not result to the Company's business or that                 
certain parts of the Company's business might not have to be                    
disposed of if any such approvals were not obtained or other action             
taken.                                                                          

Antitrust. Under the provisions of the HSR Act applicable to the        
Offer, the acquisition of Shares under the Offer may be consummated             
following the expiration of a 15-day waiting period following the               
filing by Parent of a Premerger Notification and Report Form with               
respect to the Offer, unless Parent receives a request for                      
additional information or documentary material from the Department              
of Justice, Antitrust Division (the "Antitrust Division") or the                
Federal Trade Commission ("FTC") or unless early termination of the             
waiting period is granted. Parent expects to make such a filing                 
within a few days after the date of this Offer. If, within the                  
initial 15-day waiting period, either the Antitrust Division or the             
FTC requests additional information or documentary material                     
concerning the Offer, the waiting period will be extended through               
the tenth day after the date of substantial compliance by all                   
parties receiving such requests. Complying with a request for                   
additional information or documentary material can take a                       
significant amount of time.                                                     

The Antitrust Division and the FTC frequently scrutinize the            
legality under the antitrust laws of transactions such as the                   
Offeror's proposed acquisition of the Company. At any time before or            
after the Offeror's acquisition of Shares pursuant to the Offer, the            
Antitrust Division or the FTC could take such action under the                  
antitrust laws as either deems necessary or desirable in the public             
interest, including seeking to enjoin the purchase of Shares                    
pursuant to the Offer or the consummation of the Merger, or seeking             
the divestiture of Shares acquired by the Offeror or the divestiture            
of substantial assets of the Company or its subsidiaries or Parent              
or its subsidiaries. Private parties may also bring legal action                
under the antitrust laws under certain circumstances. There can be              
no assurance that a challenge to the Offer, the Merger or the                   
consummation of the Merger on antitrust grounds will not be made,               
or, if such a challenge is made, of the result thereof.                         

If any applicable waiting period under the HSR Act applicable to        
the Offer has not expired or been terminated prior to the Expiration            
Date, the Offeror will not be obligated to proceed with the Offer or            
the purchase of any Shares not theretofore purchased pursuant to the            
Offer. See Section 15.                                                          

State Takeover Laws. The Company is incorporated under the laws         
of the State of Georgia. In general, Section 14-2-1132 of the GBCC              
("Section 14-2-1132") prevents an "interested stockholder"                      
(including a person who owns or has the right to acquire 10% or more            
of the voting power of the outstanding voting shares of a                       
corporation from engaging in a "business combination" (defined to               
include mergers and certain other actions) with a Georgia                       
corporation for a period of five years following the date such                  
person became an interested stockholder unless (i) such interested              
stockholder, prior to becoming an interested stockholder, obtained              
the approval of the Board of Directors of either the business                   
combination or the transaction that resulted in such person becoming            
an interested stockholder, (ii) such interested stockholder became              
the beneficial owner of at least 90% of the outstanding shares of               
voting stock of the corporation (excluding shares owned by persons              
who are directors, officers, their affiliates or associates                     

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and by subsidiaries of the corporation and certain employee stock               
plans) in the same transaction in which the interested stockholder              
became an interested stockholder or (iii) on or subsequent to the               
date the interested stockholder became an interested stockholder, the           
interested stockholder becomes the beneficial owner of at least 90%             
of the outstanding voting stock of the corporation (excluding shares            
owned by persons who are directors or officers, their affiliates or             
associates and by subsidiaries of the corporation and certain                   
employee stock plans) and the business combination is approved by               
holders of a majority of the voting stock entitled to vote, excluding           
voting stock beneficially owned by the interested stockholder or by             
persons who are directors or officers and by subsidiaries of the                
corporation and certain employee stock plans. The Offer, the Merger             
and the Merger Agreement have been approved by the Company's Board of           
Directors. Accordingly, Section 14-2-1132 will be inapplicable to               
the Merger.                                                                     

A number of other states have adopted laws and regulations              
applicable to attempts to acquire securities of corporations which              
are incorporated, or have substantial assets, stockholders,                     
principal executive offices or principal places of business or whose            
business operations otherwise have substantial economic effects in              
such states. In Edgar v. MITE Corp., in 1982, the Supreme Court of              
the United States (the "U.S. Supreme Court") invalidated on                     
constitutional grounds the Illinois Business Takeover statute,                  
which, as a matter of state securities law, made takeovers of                   
corporations meeting certain requirements more difficult. However in            
1987, in CTS Corp. v. Dynamics Corp. of America, the U.S. Supreme               
Court held that the State of Indiana may, as a matter of corporate              
law and, in particular, with respect to those aspects of corporate              
law concerning corporate governance, constitutionally disqualify a              
potential acquiror from voting on the affairs of a target                       
corporation without the prior approval of the remaining stockholders.           
The state law before the U.S. Supreme Court was by its terms applicable         
only to corporations that had a substantial number of stockholders              
in the state and were incorporated there.                                       

The Company, directly or through subsidiaries, conducts business        
in a number of states throughout the United States, some of which               
have enacted takeover laws. The Offeror does not know whether any of            
these laws will, by their terms, apply to the Offer or the Merger               
and has not complied with any such laws. Should any person seek to              
apply any state takeover law, the Offeror will take such action as              
then appears desirable, which may include challenging the validity              
or applicability of any such statute in appropriate court                       
proceedings. In the event it is asserted that one or more state                 
takeover laws is applicable to the Offer or the Merger, and an                  
appropriate court does not determine that it is inapplicable or                 
invalid as applied to the Offer, the Offeror might be required to               
file certain information with, or receive approvals from, the                   
relevant state authorities. In addition, if enjoined, the Offeror               
might be unable to accept for payment any Shares tendered pursuant              
to the Offer, or be delayed in continuing or consummating the Offer             
and the Merger. In such event, the Offeror may not be obligated to              
accept for payment any Shares tendered. See Section 15.                         

17. FEES AND EXPENSES.                                                          

Neither the Offeror nor Parent, nor any officer, director,              
stockholder, agent or other representative of the Offeror or Parent             
will pay any fees or commissions to any broker, dealer or other                 
person (other than the Dealer Manager, the Information Agent and the            
Depositary) for soliciting tenders of Shares pursuant to the Offer.             
Brokers, dealers, commercial banks and trust companies and other                
nominees will, upon request, be reimbursed by the Offeror for                   
customary mailing and handling expenses incurred by them in                     
forwarding materials to their customers.                                        

Donaldson, Lufkin & Jenrette is acting as Dealer Manager for the        
Offer for which services Donaldson, Lufkin & Jenrette will receive              
customary compensation. Parent also has agreed to reimburse Donaldson,          
Lufkin & Jenrette for reasonable travel and other out-of-pocket expenses,       
including reasonable legal fees and expenses, and to indemnify Donaldson,       
Lufkin & Jenrette and certain related parties against certain liabilities,      
including liabilities under the federal securities laws, arising out of         
Donaldson, Lufkin & Jenrette's engagement. In the ordinary course of            
business, Donaldson, Lufkin & Jenrette and its affiliates may actively          
trade or hold the securities of Parent and the Company for their own            
account or for the account of customers and, accordingly, may at any            
time hold a long or short position in such securities.                          

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The Offeror has retained American Securities Transfer & Trust, Inc.     
to act as Depositary in connection with the Offer and has retained              
Morrow & Co., Inc. to act as Information Agent. The Information                 
Agent and the Depositary will receive reasonable and customary                  
compensation for their services hereunder and reimbursement for                 
their reasonable out-of-pocket expenses. The Depositary will also be            
indemnified by the Offeror against certain liabilities in connection            
with the Offer. The Information Agent may contact holders of Shares             
by mail, telex, telegraph and personal interviews and may request brokers,      
dealers and other nominee stockholders to forward materials relating to         
the Offer to beneficial owners of Shares.                                       

18. MISCELLANEOUS.                                                              

The Offer is not being made to, nor will tenders be accepted            
from or on behalf of, holders of Shares residing in any jurisdiction            
in which the making or acceptance thereof would not be in compliance            
with the securities, blue sky or other laws of such jurisdiction. In            
any jurisdiction where the securities, blue sky or other laws                   
require the Offer to be made by a licensed broker or dealer, the                
Offer shall be deemed to be made on behalf of the Offeror by the                
Dealer Manager or one or more registered brokers or dealers licensed            
under the laws of such jurisdiction.                                            

No person has been authorized to give any information or make           
any representation on behalf of the Offeror other than as contained             
in this Offer to Purchase or in the Letter of Transmittal and, if               
any such information or representation is given or made, it should              
not be relied upon as having been authorized by the Offeror or                  
Parent.                                                                         

The Offeror and Parent have filed with the Commission the               
Schedule 14D-1, pursuant to Section 14(d)(1) of the Exchange Act and            
Rule 14d-3 promulgated thereunder, furnishing certain information               
with respect to the Offer. The Schedule 14D-1 and any amendments                
thereto, including exhibits, may be examined and copies may be                  
obtained at the same places and in the same manner as set forth with            
respect to the Company in Section 8 (except that they will not be               
available at the regional offices of the Commission).                           

This document and the exhibits attached hereto may contain              
certain statements that are not strictly historical and are                     
considered forward-looking statements. Although the Parent believes             
the expectations reflected in such forward-looking statements are               
based on reasonable assumptions, it can give no assurance that its              
expectations will be realized. Forward-looking statements involve               
known and unknown risks which may cause the Parent's actual results             
and corporate developments to differ materially from those expected.            
Factors that could cause results and developments to differ                     
materially from the Parent's expectations include, without                      
limitation, the risks described from time to time in the Parent's               
reports filed with the Securities and Exchange Commission including             
quarterly reports on Form 10-Q, annual reports on Form 10-K and                 
reports on Form 8-K. The safe harbor provisions of the Private                  
Securities Litigation Reform Act of 1995 with respect to                        
forward-looking statements are not available to statements made in              
connection with a tender offer.                                                 

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ANNEX I             

CERTAIN INFORMATION CONCERNING THE DIRECTORS                  
AND EXECUTIVE OFFICERS OF THE PARENT AND THE OFFEROR              

DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. Set forth below are         
the name, current business address, present principal occupation or             
employment and employment history (covering a period of not less                
than five years) of each executive officer and director of Parent.              
Unless otherwise indicated, each such person's business address is              
23 Inverness Way East, Suite 160, Englewood, Colorado 80112. All                
persons listed below are citizens of the United States of America.              

                                                        [Enlarge/Download Table]

DIRECTORS                                                                                         

                                                           PRESENT PRINCIPAL OCCUPATION           
                                                            OR EMPLOYMENT AND MATERIAL            
                                                            POSITIONS HELD DURING PAST            
            NAME             BUSINESS ADDRESS                       FIVE YEARS                    
            ----             ----------------              ----------------------------           
                                                                                                  
Gerald F. Mahoney...........                   Chairman of the Board and Chief Executive Officer  
Paul V. Reilly..............                   President and Chief Operating Officer              
Frank P. Diassi.............                   Chairman of Sterling Chemicals, Inc.               
Frank J. Hevredjs...........                   Chairman of First Sterling Ventures Corp., Endoro  
                                               Holdings, Inc. and Fibreglass Holdings, Inc.       
Janice C. Peters............                   Chief Executive Officer of MediaOne(R)             
Jerome W. Pickholz..........                   Chairman of Pickholz, Tweedy, Cowan, L.L.C.        
William R. Thomas...........                   Chairman of the Board of Directors and President of
                                               Capital Southwest Corporation                      


EXECUTIVE OFFICERS                                                                                
                                                           PRESENT PRINCIPAL OCCUPATION           
                                                            OR EMPLOYMENT AND MATERIAL            
                                                            POSITIONS HELD DURING PAST            
            NAME             BUSINESS ADDRESS                       FIVE YEARS                    
            ----             ----------------              ----------------------------           
                                                                                                  
Gerald F. Mahoney...........                   Chairman and Chief Executive Officer               
Paul V. Reilly..............                   President and Chief Operating Officer              
Gary Ritondaro..............                   Sr. Vice President and Chief Financial Officer     
V. Bruce Thomson............                   Sr. Vice President--Corporate Development          
Roger Wertheimer............                   Vice President General Counsel and Secretary       
Robert Meyer................                   Vice President--Treasurer and Tax                  
Keith T. Pratt..............                   Vice President--Corporate Purchasing               
Julie Clark.................                   Vice President--Internal Audit                     

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DIRECTORS AND EXECUTIVE OFFICERS OF OFFEROR. Set forth below are        
the name, current business address, present principal occupation or             
employment and employment history (covering a period of not less                
than five years) of each executive officer and director of the                  
Offeror. Unless otherwise indicated, each such person's business                
address is 23 Inverness Way East, Suite 160, Englewood, Colorado                
80112. All persons listed below are citizens of the United States of            
America.                                                                        

                                                        [Enlarge/Download Table]

DIRECTORS AND EXECUTIVE OFFICERS                                                     

                                                      PRESENT PRINCIPAL OCCUPATION   
                                                       OR EMPLOYMENT AND MATERIAL    
                                                       POSITIONS HELD DURING PAST    
         NAME               BUSINESS ADDRESS                   FIVE YEARS            
         ----               ----------------          ----------------------------   
                                                                                     
Gerald F. Mahoney.....                        Chief Executive Officer and President  
Paul V. Reilly........                        Director                               
Gary Ritondaro........                        Director, Treasurer and Chief Financial
                                              Officer                                
Roger Wertheimer......                        Director, Vice President and Secretary 

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Facsimile copies of the Letter of Transmittal will be accepted.         
The Letter of Transmittal and certificates for Shares and any other             
required documents should be sent or delivered by each stockholder              
of the Company or his broker, dealer, commercial bank, trust company            
or other nominee to the Depositary at one of the addresses set forth            
below:                                                                          

THE DEPOSITARY FOR THE OFFER IS:            

AMERICAN SECURITIES TRANSFER & TRUST, INC.        
12039 W. Alameda Parkway, Suite Z-2             
Lakewood, Colorado 80228            
Attention: Kim Hammonds             
TEL: (303) 985-5400             
FAX: (303) 986-2444             

By Hand or Overnight Courier:             

American Securities Transfer & Trust, Inc.        
12039 W. Alameda Parkway            
Suite Z-2             
Lakewood, Colorado 80228            

By Mail:            

American Securities Transfer & Trust, Inc.      
P.O. Box 1596             
Denver, Colorado 80201-1596             

Questions and requests for assistance or additional copies of           
this Offer to Purchase, the Letter of Transmittal, the Notice of                
Guaranteed Delivery and the Guidelines for Certification of Taxpayer            
Identification on Substitute Form W-9 may be directed to the                    
Information Agent at the locations and telephone numbers set forth              
below. Shareholders may also contact Donaldson, Lufkin & Jenrette               
Securities Corporation, Dealer Manager for the Offer, or their                  
broker, dealer, commercial bank or trust company for assistance                 
concerning the Offer.                                                           

THE INFORMATION AGENT FOR THE OFFER IS:             

MORROW & CO., INC.            

445 Park Avenue, 5th Floor            
New York, NY 10022            
Call Collect (212) 754-8000             
Banks and Brokerage Firms, Please Call:             
(800) 662-5200            

SHAREHOLDERS PLEASE CALL: (800) 566-9061            

THE DEALER MANAGER FOR THE OFFER IS:            

DONALDSON, LUFKIN & JENRETTE            

277 Park Avenue             
New York, New York 10172            
(212) 892-7700            

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                                            Exhibit (a)(2)
                                            --------------

LETTER OF TRANSMITTAL 
TO TENDER SHARES OF COMMON STOCK

OF
AMERICAN BUSINESS PRODUCTS, INC.

PURSUANT TO THE OFFER TO PURCHASE 
DATED JANUARY 21, 2000

BY
SHERMAN ACQUISITION CORPORATION,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
MAIL-WELL, INC. 

The Offer and Withdrawal Rights Will Expire at 12:00 Midnight,
New York City Time, on Friday, February 18, 2000, 
Unless the Offer Is Extended. 

The Depositary for the Offer is:
AMERICAN SECURITIES TRANSFER & TRUST, INC.  

                                                        [Enlarge/Download Table]
                                                                                     
               By Mail:                       By Hand Delivery/Overnight Delivery:   

American Securities Transfer & Trust, Inc. American Securities Transfer & Trust, Inc.
            P.O. Box 1596                    12039 West Alameda Parkway, Suite Z-2   
     Denver, Colorado 80201-1596                    Lakewood, Colorado 80228         
          Attn: Kim Hammonds                           Attn: Kim Hammonds            

Facsimile Transmission (Eligible Institutions Only): (303) 986-2444 

Confirm by Telephone To: (303) 985-5400 

------------------------

Delivery of this letter of transmittal to an address, or transmission of
instructions via a facsimile to a number other than as set forth above, does not
constitute a valid delivery to the Depositary. You must sign this Letter of     
Transmittal in the appropriate space therefor provided below and complete the   
substitute form W-9 set forth below.                                            

------------------------

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The undersigned acknowledges receipt of the Offer to Purchase dated     
January 21, 2000 (the "Offer to Purchase") of Sherman Acquisition Corporation,  
a Georgia corporation ("Offeror") and Mail-Well, Inc., a Colorado corporation   
("Parent"), and this Letter of Transmittal (this "Letter"), which may be        
amended from time to time, for shares of the common stock of American Business  
Products, Inc., a Georgia corporation (the "Company"). The Offer to Purchase    
and this Letter together constitute Offeror's and Parent's offer (the "Offer")  
to purchase 100% of the outstanding shares of the Company's common stock, par   
value $2.00 per share (the "Shares").                                           

The undersigned has completed, executed and delivered this Letter to    
indicate the action he or she desires to take with respect to the Offer.        

All stockholders who wish to tender their Shares must, prior to the     
Expiration Date: (1) complete, sign, date and deliver this Letter, or a         
facsimile thereof, to the Depositary, in person or to the address set forth     
above; and (2) tender the certificates representing his or her Shares or, if a  
tender of Shares is to be made by book-entry transfer to the account maintained 
by the Depositary at The Depository Trust Company ("DTC") or the Philadelphia   
Depository Trust Company (the "Book-Entry Transfer Facilities"), confirm such   
book-entry transfer (a "Book-Entry Confirmation"), in each case in accordance   
with the procedures for tendering described in the Instructions to this Letter. 
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE     
DELIVERY TO THE DEPOSITARY.                                                     

 Stockholders whose certificates are not immediately available, or who are
unable to deliver their certificates or Book-Entry Confirmation, together with  
all other documents required by this Letter to be delivered to the Depositary   
on or prior to the Expiration Date, must tender their Shares according to the   
guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. 
(See Instruction 2).                                                            

 Upon the terms and subject to the conditions of the Offer, the acceptance
of Shares validly tendered and not withdrawn will take place on the Expiration  
Date, and the payment of the purchase price for the Shares will be made as soon 
as reasonably practicable after the Expiration Date. For the purposes of the    
Offer, the Offeror shall be deemed to have accepted validly tendered Shares     
when, as and if the Offeror has given written notice thereof to the Depositary. 

The Instructions included with this Letter must be followed in their    
entirety. Questions and requests for assistance or additional copies of the     
Offer to Purchase or this Letter may be directed to the Depositary at one of    
the addresses listed above, or to Morrow & Co., Inc., the Information Agent,    
at the address listed on the final page of this Letter of Transmittal.          

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, 
CAREFULLY BEFORE CHECKING ANY BOX BELOW 

  Capitalized terms used in this Letter but not defined in this Letter shall
have the respective meanings ascribed to them in the Offer to Purchase. List    
below the Shares of which you are the holder. If the space provided below is    
inadequate, list the certificate numbers of the Shares on a separate signed     
schedule and affix that schedule to this Letter.                                

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                                                        [Enlarge/Download Table]
----------------------------------------------------------------------------------------------------------------------------
                                           DESCRIPTION OF SHARES TENDERED                                                   
----------------------------------------------------------------------------------------------------------------------------

      NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                                  SHARES TENDERED                      
                 (PLEASE FILL IN, IF BLANK)                                 (ATTACH ADDITIONAL LIST IF NECESSARY)           
----------------------------------------------------------------------------------------------------------------------------
                                                                                          NUMBER OF                         
                                                                     SHARE                  SHARES               NUMBER OF  
                                                                  CERTIFICATE           REPRESENTED BY             SHARES   
                                                                 NUMBER(S)<F*>        CERTIFICATE(S)<F*>       TENDERED<F**>
                                                             ---------------------------------------------------------------
                                                                                                                            
                                                             ---------------------------------------------------------------

                                                             ---------------------------------------------------------------

                                                             ---------------------------------------------------------------

                                                             ---------------------------------------------------------------

                                                             ---------------------------------------------------------------

                                                             ---------------------------------------------------------------

                                                             ---------------------------------------------------------------

                                                             ---------------------------------------------------------------

                                                             ---------------------------------------------------------------
                                                                  Total Shares                                              
----------------------------------------------------------------------------------------------------------------------------
<FN>                                                                                                                        
 <F*>  Need not be completed by stockholders tendering by book-entry transfer.                                              

 <F**> Unless otherwise indicated, it will be assumed that all Shares                                                       
       represented by any certificates delivered to the Depositary are being                                                
       tendered. See Instruction 4.                                                                                         
----------------------------------------------------------------------------------------------------------------------------

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY
BEFORE YOU COMPLETE THIS LETTER OF TRANSMITTAL. 

------------------------------------------------------------------------------- 

/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER  
FACILITIES AND COMPLETE THE FOLLOWING:                              

Name of Tendering Institution:                                        
                                 -------------------------------------------

Name of Book-Entry Transfer Facility:                                 
                                        ------------------------------------

Account Number:                                                       
                  ----------------------------------------------------------

Transaction Code Number:                                              
                           -------------------------------------------------
------------------------------------------------------------------------------  

------------------------------------------------------------------------------  
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE  
 OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:                                                      

Name(s) of Tendering Stockholder(s):                                  
                                       -------------------------------------

Date of Execution of Notice of Guaranteed Delivery:                   
                                                      ----------------------

Window Ticket Number (if available):                                  
                                       -------------------------------------

Name of Institution which Guaranteed Delivery:                        
                                                 ---------------------------

Name of Tendering Institution:                                        
                                 -------------------------------------------

Name of Book-Entry Transfer Facility:                                 
                                        ------------------------------------

Account Number:                                                       
                  ----------------------------------------------------------

Transaction Code Number:                                              
                           -------------------------------------------------
--------------------------------------------------------------------------------

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Ladies and Gentlemen:                                                           

The undersigned hereby tenders to Sherman Acquisition Corporation       
("Offeror"), a Georgia corporation and indirect wholly owned subsidiary of      
Mail-Well, Inc., a Colorado corporation ("Parent"), the above-described         
shares of common stock, par value $2.00 per share (the "Shares"), of American   
Business Products, Inc., a Georgia corporation (the "Company"), pursuant to     
Offeror's offer to purchase all of the outstanding Shares at a purchase price   
of $20.00 per Share, net to the seller in cash, without interest, upon the      
terms and subject to the conditions set forth in the Offer to Purchase dated    
January 21, 2000 (the "Offer to Purchase"), receipt of which is hereby          
acknowledged, and in this Letter of Transmittal (which, together with the       
Offer to Purchase, and any amendments or supplements hereto or thereto,         
collectively constitute the "Offer"). The Offer is being made in connection     
with the Agreement and Plan of Merger, dated as of January 13, 2000 (the        
"Merger Agreement"), among the Parent, the Offeror and the Company.             

Subject to and effective upon acceptance for payment of and payment     
for the Shares tendered herewith, the undersigned hereby sells, assigns and     
transfers to or upon the order of the Offeror all right, title and interest     
in and to all the Shares that are being tendered hereby (and any and all        
other Shares or other securities issued or issuable in respect thereof)         
and appoints the Depositary the true and lawful agent and attorney-in-fact      
of the undersigned with respect to such Shares (and all such other Shares       
or securities), with full power of substitution (such power of attorney         
being deemed to be an irrevocable power coupled with an interest), to           
(a) deliver certificates for such Shares (and all such other Shares or          
securities), or transfer ownership of such Shares (and all such other           
Shares or securities) on the account books maintained by any of the             
Book-Entry Transfer Facilities, together, in any such case, with all            
accompanying evidences of transfer and authenticity, to or upon the order       
of the Offeror, (b) present such Shares (and all such other Shares or           
securities) for transfer on the books of the Company and (c) receive all        
benefits and otherwise exercise all rights of beneficial ownership of           
such Shares (and all such other Shares or securities), all in accordance        
with the terms of the Offer.                                                    

The undersigned hereby irrevocably appoints each designee of the        
Offeror as the agent, attorney-in-fact and proxy of the undersigned, each       
with full power of substitution, to exercise all voting and other rights of     
the undersigned in such manner as each such attorney and proxy or his           
substitute shall in his sole judgment deem proper, with respect to all of       
the Shares tendered hereby which have been accepted for payment by the          
Offeror prior to the time of any vote or other action (and any and all          
other Shares or other securities or rights issued or issuable in respect        
of such Shares) at any meeting of stockholders of the Company (whether          
annual or special and whether or not an adjourned meeting), any actions         
by written consent in lieu of any such meeting or otherwise. This proxy         
is irrevocable, is coupled with an interest in the Shares and is granted        
in consideration of, and is effective upon, the acceptance for payment of       
such Shares by the Offeror in accordance with the terms of the Offer. Such      
acceptance for payment shall revoke any other power of attorney, proxy or       
written consent granted by the undersigned at any time with respect to          
such Shares (and all such other Shares or other securities or rights), and      
no subsequent powers of attorney or proxies will be given or written consents   
will be executed by the undersigned (and if given or executed, will not be      
deemed effective). The undersigned understands that in order for Shares to      
be deemed validly tendered, immediately upon the acceptance for payment of      
such Shares, the Offeror or its designee must be able to exercise full voting   
rights with respect to such Shares and other securities, including voting at    
any meeting of stockholders.                                                    

The undersigned hereby represents and warrants that the undersigned has 
full power and authority to tender, sell, assign and transfer the Shares        
tendered hereby (and any and all other Shares or other securities or rights     
issued or issuable in respect of such Shares) and that when the same are        
accepted for payment by the Offeror, the Offeror will acquire good and          
unencumbered title thereto, free and clear of all liens, restrictions, charges  
and encumbrances and not subject to any adverse claims. The undersigned, upon   
request, will execute and deliver any additional documents deemed by the        
Depositary or the Offeror to be necessary or desirable to complete the sale,    
assignment and transfer of the Shares tendered hereby (and all such other       
Shares or other securities or rights).                                          

  All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned   
hereunder shall be binding upon the heirs, personal                             

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representatives, successors and assigns of the undersigned. Except as stated in 
the Offer, this tender is irrevocable.                                          

 The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the       
instructions hereto will constitute an agreement between the undersigned and the
Offeror upon the terms and subject to the conditions of the Offer.              

Unless otherwise indicated under "Special Payment Instructions," please 
issue the check for the purchase price of any Shares accepted for payment, and  
return any Shares not tendered or not accepted for payment, in the name(s) of   
the undersigned. Similarly, unless otherwise indicated under "Special Delivery  
Instructions," please mail the check for the purchase price of any Shares       
accepted for payment and return any certificates for Shares not tendered or not 
accepted for payment (and accompanying documents, as appropriate) to the        
undersigned at the address shown below the undersigned's signature(s). If both  
"Special Payment Instructions" and "Special Delivery Instructions" are          
completed, please issue the check for the purchase price of any Shares purchased
and return any Shares not tendered or not purchased in the name(s) of, and      
deliver said check and any certificates to, the person(s) so indicated at the   
address so indicated. Stockholders tendering Shares by book-entry transfer may  
request that any Shares not accepted for payment be returned by crediting such  
account maintained at such Book-Entry Transfer Facility as such stockholder may 
designate by making an appropriate entry under "Special Payment Instructions."  
The undersigned recognizes that the Offeror has no obligation, pursuant to the  
"Special Payment Instructions," to transfer any Shares from the name of the     
registered holder(s) thereof if the Offeror does not accept for payment any of  
the Shares so tendered.                                                         

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------------------------------------------------------------------------------  
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

To be completed ONLY if the check for the purchase price of Shares  
purchased or certificates for Shares not tendered or not purchased are to   
be issued in the name of someone other than the undersigned or if Shares    
tendered hereby and delivered by book-entry transfer which are not accepted 
for payment are to be returned by credit to an account at one of the        
Book-Entry Transfer Facilities other than designated above.                 

Issue / / check / / certificate to:                                         

Name:                                                                       
   ---------------------------------------------------------------------
    (PLEASE PRINT)

Address:                                                                    
      ------------------------------------------------------------------

      ------------------------------------------------------------------
    (INCLUDE ZIP CODE)

--------------------------------------------------------------------------  
 (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
 (SEE SUBSTITUTE FORM W-9)

/ / Credit Shares delivered by book-entry transfer and not purchased to     
the account set forth below                                         

Name of Book-Entry Transfer Facility:                                       

--------------------------------------------------------------------------  

--------------------------------------------------------------------------  

--------------------------------------------------------------------------  
------------------------------------------------------------------------------  

------------------------------------------------------------------------------  
SPECIAL DELIVERY INSTRUCTIONS 
(SEE INSTRUCTIONS 5 AND 7)

To be completed ONLY if the check for the purchase price of Shares  
purchased or certificates for Shares not tendered or not purchased are to be
mailed to someone other than the undersigned or to the undersigned at an    
address other than that shown below the undersigned's signature(s).         

Mail check and/or certificates to:                                          

Name:                                                                       
   ---------------------------------------------------------------------
      (PLEASE PRINT)

Address:                                                                    
      ------------------------------------------------------------------

      ------------------------------------------------------------------
        (INCLUDE ZIP CODE)

--------------------------------------------------------------------------  
     (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
   (SEE SUBSTITUTE FORM W-9)
------------------------------------------------------------------------------  

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 

  1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, signatures
on all Letters of Transmittal must be guaranteed by a firm that is a bank,      
broker, dealer, credit union, savings association or other entity which is a    
member in good standing of the Securities Transfer Agents Medallion Program or  
by any other bank, broker, dealer, credit union, savings association or other   
entity which is an "eligible guarantor institution," as such term is defined in 
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the 
foregoing constituting an "Eligible Institution"), unless the Shares tendered   
thereby are tendered (i) by a registered holder of Shares who has not completed 
either the box labeled "Special Payment Instructions" or the box labeled        
"Special Delivery Instructions" on the Letter of Transmittal or (ii) for the    
account of an Eligible Institution. See Instruction 5. If the certificates are  
registered in the name of a person or persons other than the signer of this     
Letter of Transmittal, or if payment is to be made or delivered to, or          
certificates evidencing unpurchased Shares are to be issued or returned to, a   
person other than the registered owner or owners, then the tendered certificates
must be endorsed or accompanied by duly executed stock powers, in either case   
signed exactly as the name or names of the registered owner or owners appear on 
the certificates or stock powers, with the signatures on the certificates or    
stock powers guaranteed by an Eligible Institution as provided herein. See      
Instruction 5.                                                                  

   2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of Transmittal
is to be used either if certificates are to be forwarded herewith or, unless an 
Agent's Message (as defined in the Offer to Purchase) is utilized, if the       
delivery of Shares is to be made by book-entry transfer pursuant to the         
procedures set forth in Section 3 of the Offer to Purchase. Certificates for all
physically delivered Shares, or a confirmation of a book-entry transfer into the
Depositary's account at one of the Book-Entry Transfer Facilities of all Shares 
delivered electronically, as well as a properly completed and duly executed     
Letter of Transmittal (or a facsimile thereof) and any other documents required 
by this Letter of Transmittal, or an Agent's Message in the case of a book-entry
delivery, must be received by the Depositary at one of its addresses set forth  
on the front page of this Letter of Transmittal prior to the Expiration Date.   
Stockholders who cannot deliver their Shares and all other required documents to
the Depositary prior to the Expiration Date must tender their Shares pursuant to
the guaranteed delivery procedures set forth in Section 3 of the Offer to       
Purchase. Pursuant to such procedures: (a) such tender must be made by or       
through an Eligible Institution; (b) a properly completed and duly executed     
Notice of Guaranteed Delivery, substantially in the form provided by the        
Offeror, must be received by the Depositary prior to the Expiration Date; and   
(c) the certificates for all tendered Shares, in proper form for tender, or a   
confirmation of a book-entry transfer into the Depositary's account at one of   
the Book-Entry Transfer Facilities of all Shares delivered electronically, as   
well as a properly completed and duly executed Letter of Transmittal (or a      
facsimile thereof), and any other documents required by this Letter of          
Transmittal, must be received by the Depositary within three trading days after 
the date of execution of such Notice of Guaranteed Delivery, all as provided in 
Section 3 of the Offer to Purchase. The term "trading day" is any day on which  
the New York Stock Exchange is open for business.                               

 THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY,  
IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED   
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE 
OF A BOOK-ENTRY TRANSFER, BY A CONFIRMATION OF A BOOK-ENTRY TRANSFER). IF       
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY    
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO     
ENSURE TIMELY DELIVERY.                                                         

  No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal (or
a facsimile thereof), the tendering stockholder waives any right to receive any 
notice of the acceptance for payment of the Shares.                             

3. INADEQUATE SPACE. If the space provided herein is inadequate, the    
certificate numbers and/or the number of Shares and any other required          
information should be listed on a separate schedule attached hereto and         
separately signed on each page thereof in the same manner as this Letter of     
Transmittal is signed.                                                          

   4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares which are to 
be tendered in the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the old certificate  
will be sent to the person(s) signing this Letter of Transmittal unless         
otherwise provided in the appropriate box marked "Special                       

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Payment Instructions" and/or "Special Delivery Instructions" on this Letter of  
Transmittal, as promptly as practicable following the Expiration Date. All      
Shares represented by certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.                                  

 5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares  
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change      
whatsoever.                                                                     

If any of the Shares tendered hereby are held of record by two or more  
persons, all such persons must sign this Letter of Transmittal.                 

 If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as    
many separate Letters of Transmittal as there are different registrations of    
certificates.                                                                   

  If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made, or Shares not  
tendered or not purchased are to be returned, in the name of any person other   
than the registered holder(s), in which case the certificate(s) for such Shares 
tendered hereby must be endorsed, or accompanied by, appropriate stock powers,  
in either case signed exactly as the name(s) of the registered holder(s)        
appear(s) on the certificate for such Shares. Signatures on any such            
certificates or stock powers must be guaranteed by an Eligible Institution.     

If this Letter of Transmittal is signed by a person other than the      
registered holder(s) of the Shares tendered hereby, the certificate must be     
endorsed or accompanied by appropriate stock powers, in either case signed      
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be  
guaranteed by an Eligible Institution.                                          

    If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a    
corporation or other person acting in a fiduciary or representative capacity,   
such person should so indicate when signing, and proper evidence satisfactory to
the Offeror of the authority of such person so to act must be submitted.        

   6. STOCK TRANSFER TAXES. The Offeror will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any Shares to it or its 
order pursuant to the Offer. If, however, payment of the purchase price is to be
made to, or Shares not tendered or not purchased are to be returned in the name 
of, any person other than the registered holder(s), then the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such other person  
or otherwise) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such     
taxes, or exemption therefrom, is submitted.                                    

EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR  
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF  
TRANSMITTAL.                                                                    

  7. SPECIAL PAYMENT AND DELIVERY INSTRUCTION. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or not
purchased are to be returned, in the name of a person other than the person(s)  
signing this Letter of Transmittal or if the check or any certificates for      
Shares not tendered or not purchased are to be mailed to someone other than the 
person(s) signing this Letter of Transmittal or to the person(s) signing this   
Letter of Transmittal at an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. Stockholders tendering 
Shares by book-entry transfer may request that Shares not purchased be credited 
to such account at any of the Book-Entry Transfer Facilities as such stockholder
may designate under "Special Payment Instructions." If no such instructions are 
given, any such Shares not purchased will be returned by crediting the account  
at the Book-Entry Transfer Facilities designated above.                         

8. SUBSTITUTE FORM W-9. Under U.S. Federal income tax law, a tendering  
stockholder whose Shares are accepted for payment is required to provide the    
Depositary with such stockholder's correct taxpayer identification number       
("TIN") on Substitute Form W-9, which is provided below, unless an exemption    
applies. Failure to provide the information on the Substitute Form W-9 may      
subject the tendering stockholder to a $50 penalty and to 31% federal income tax
backup withholding on the payment of the purchase price for the Shares.         

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   9. FOREIGN HOLDERS. Foreign holders must submit a completed IRS Form W-8 to
avoid 31% backup withholding. IRS Form W-8 may be obtained by contacting the    
Depositary at one of the addresses on the face of this Letter of Transmittal.   

    10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or
additional copies of the Offer to Purchase and this Letter of Transmittal may be
obtained from the Information Agent or the Dealer Manager at the addresses and  
telephone number set forth below.                                               

  11. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Offeror (subject to certain limitations in the Merger Agreement), in whole or in
part, at any time or from time to time, in the Offeror's sole discretion.       

12. LOST, DESTROYED, MUTILATED, OR STOLEN CERTIFICATES. If any          
certificate(s) representing Shares has been lost, destroyed, mutilated, or      
stolen, the stockholder should promptly notify the Depositary. The stockholder  
will then be instructed as to the steps to be taken in order to replace the     
certificate(s). This Letter of Transmittal and related documents cannot be      
processed until the procedures for replacing lost, destroyed, mutilated or      
stolen certificates have been followed.                                         

  IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE COPY HEREOF (TOGETHER
WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED 
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY
PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).             

IMPORTANT TAX INFORMATION 

Under federal income tax law, a stockholder whose tendered Shares are   
accepted for payment is required to provide the Depositary with such            
stockholder's correct TIN on the Substitute Form W-9. If such stockholder is an 
individual, the TIN is such stockholder's Social Security Number. If the        
Depositary is not provided with the correct TIN, the stockholder may be subject 
to a $50 penalty imposed by the Internal Revenue Service. In addition, payments 
that are made to such stockholder with respect to Shares purchased pursuant to  
the Offer may be subject to backup withholding.                                 

   Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting  
requirements. In order for a foreign individual to qualify as an exempt         
recipient, that stockholder must submit a statement, signed under penalties of  
perjury, attesting to that individual's exempt status. Such statements may be   
obtained from the Depositary. All exempt recipients (including foreign persons  
wishing to qualify as exempt recipients) should see the enclosed Guidelines for 
Certification of Taxpayer Identification Number on Substitute Form W-9 for      
additional instructions.                                                        

    If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional   
tax. Rather, the tax liability of persons subject to backup withholding will be 
reduced by the amount of tax withheld. If backup withholding results in an      
overpayment of taxes, a refund may be obtained.                                 

PURPOSE OF SUBSTITUTE FORM W-9

  To prevent backup federal income tax withholding on payments that are made
to a stockholder with respect to Shares purchased pursuant to the Offer, the    
stockholder is required to notify the Depositary of such stockholder's correct  
TIN by completing the form certifying that the TIN provided on the Substitute   
Form W-9 is correct.                                                            

WHAT NUMBER TO GIVE THE DEPOSITARY

The stockholder is required to give the Depositary the Social Security  
Number or Employer Identification Number of the record owner of the Shares. If  
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification    
Number on Substitute Form W-9 for additional guidelines on which number to      
report.                                                                         

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------------------------------------------------------------------------------  
SIGN HERE 
(COMPLETE SUBSTITUTE FORM W-9 BELOW)

--------------------------------------------------------------------------  

--------------------------------------------------------------------------  
SIGNATURE(S) OF OWNER(S)

Name(s):                                                                    
      ------------------------------------------------------------------

Capacity (full title):                                                      
                    ----------------------------------------------------

Address:                                                                    
      ------------------------------------------------------------------

--------------------------------------------------------------------------  
(INCLUDE ZIP CODE)

Area Code and Telephone Number:                                             
                             -------------------------------------------

--------------------------------------------------------------------------  
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) 
(SEE SUBSTITUTE FORM W-9) 

Dated:                                                                      
    --------------------------------------------------------------------

(Must be signed by registered holder(s) exactly as name(s) appear(s)
on stock certificate(s) or on a security position listing or by the         
person(s) authorized to become registered holder(s) by certificates and     
documents transmitted herewith. If signature is by a trustee, executor,     
administrator, guardian, attorneys-in-fact, officer of a corporation or     
other person acting in a fiduciary or representative capacity, please set   
forth full title and see Instruction 5.)                                    

GUARANTEE OF SIGNATURE(S) 
(SEE INSTRUCTIONS 1 AND 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN
SPACE BELOW.                                                                

Authorized signature(s):                                                    
                      --------------------------------------------------

Name:                                                                       
   ---------------------------------------------------------------------

Name of Firm:                                                               
           -------------------------------------------------------------

Address:                                                                    
      ------------------------------------------------------------------

--------------------------------------------------------------------------  
(INCLUDE ZIP CODE)

Area Code and Telephone Number:                                             
                             -------------------------------------------

Dated:                                                                      
    --------------------------------------------------------------------
------------------------------------------------------------------------------  

10

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                                                        [Enlarge/Download Table]
                                   TO BE COMPLETED BY ALL TENDERING HOLDERS                                           
----------------------------------------------------------------------------------------------------------------------

                                NAME OF PAYER: AMERICAN STOCK TRANSFER & TRUST, INC.                                  
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
  PLEASE PROVIDE              PART 1                                                                                  
  YOUR TAXPAYER                                                                                                       
  IDENTIFICATION NUMBER AT    Social Security Number                                                                  
  THE RIGHT AND CERTIFY BY    or Employer Identification Number                                                       
  SIGNING AND DATING BELOW                                                                                            
                                ------------------------------------------------------------------------------------  
                              ----------------------------------------------------------------------------------------
  SUBSTITUTE                  PART 2 / /                                                                              
  FORM W-9                                                                                                            
  DEPARTMENT OF THE           Check the box if you are NOT subject to back-up withholding under the provisions of     
  TREASURY, INTERNAL          Section 2406(a)(1)(C) of the Internal Revenue Code because (1) you have not been        
  REVENUE SERVICE             notified that you are subject to back-up withholding as a result of failure to report   
                              all interest or dividends or (2) the Internal Revenue Service has notified you that     
                              you are no longer subject to back-up withholding.                                       
                              ----------------------------------------------------------------------------------------
  PAYER'S REQUEST FOR         PART 3 / /                                                                              
  TAXPAYER                                                                                                            
  IDENTIFICATION              Check box if a TIN has not been issued to you, and either (1) you have mailed or        
  NUMBER (TIN)                delivered an application to receive a TIN to the appropriate IRS Center or Social       
                              Security Administration office or (2) you intend to mail or deliver an application in   
                              the near future. If you do not provide a TIN by the time of payment, 31% of all         
                              payments pursuant to the Offer made to you thereafter will be withheld until you        
                              provide a TIN.                                                                          
                              ----------------------------------------------------------------------------------------
                              CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED  
                              IN THIS FORM IS TRUE, CORRECT AND COMPLETE.                                             

                              Signature:                                                                              
                                        ----------------------------------------------------------------------------  
                              Date:                                                                                   
                                   ---------------------------------------------------------------------------------  
                              Name:                                                                                   
                                   ---------------------------------------------------------------------------------  
                                                                 (PLEASE PRINT)                                       
----------------------------------------------------------------------------------------------------------------------

Note: failure to complete and return this Substitute Form W-9 may result in     
backup withholding of 31% of any payments made to you pursuant to the Offer.    
Please review the enclosed Guidelines for Certification of Taxpayer             
Identification Number on Substitute Form W-9 for additional details.            

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THE INFORMATION AGENT FOR THE OFFER IS: 

MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, NY 10022
Call Collect (212) 754-8000 
Banks and Brokerage Firms, Please Call: 
(800) 662-5200

SHAREHOLDERS PLEASE CALL: (800) 566-9061  

THE DEALER MANAGER FOR THE OFFER IS:

DONALDSON, LUFKIN & JENRETTE
277 Park Avenue 
New York, New York 10172
(212) 892-7700

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                                                              Exhibit (a)(3)
                                                              --------------

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK

OF

AMERICAN BUSINESS PRODUCTS, INC.

AT

$20.00 NET PER SHARE

BY

SHERMAN ACQUISITION CORPORATION,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
MAIL-WELL, INC. 

--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, FEBRUARY 18, 2000, UNLESS THE OFFER IS EXTENDED.           
--------------------------------------------------------------------------------

                                                              January 21, 2000

To Brokers, Dealers, Commercial Banks,                                        
Trust Companies and Other Nominees:                                       

We have been appointed by Sherman Acquisition Corporation, a Georgia  
corporation ("Offeror"), an indirect wholly owned subsidiary of Mail-Well,    
Inc., a Colorado corporation ("Parent"), to act as Dealer Manager in          
connection with the Offeror's offer to purchase all outstanding shares of     
common stock, par value $2.00 per share (the "Shares"), of American Business  
Products, Inc., a Georgia corporation (the "Company"), at a purchase price of 
$20.00 per Share, net to the seller in cash, without interest, upon the terms 
and subject to the conditions set forth in the Offer to Purchase, dated       
January 21, 2000 (the "Offer to Purchase"), and in the related Letter of      
Transmittal (which, together with any amendments or supplements thereto,      
collectively constitute the "Offer") enclosed herewith. The Offer is being    
made in connection with the Agreement and Plan of Merger, dated as of January 
13, 2000, among Parent, Offeror and the Company (the "Merger Agreement").     
Holders of Shares whose certificates for such Shares (the "Certificates") are 
not immediately available or who cannot deliver their Certificates and all    
other required documents to American Securities Transfer & Trust, Inc. (the   
"Depositary") or complete the procedures for book-entry transfer prior to the 
Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender
their Shares according to the guaranteed delivery procedures set forth in     
Section 3 of the Offer to Purchase.                                           

  Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares in your name or in the name of your        
nominee.                                                                      

   Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:                                            

1. The Offer to Purchase, dated January 21, 2000.                     

2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal may
be used to tender Shares.                                                     

3. A letter to stockholders of the Company from Harold Smethills, the 
Chief Executive Officer of the Company, together with a                       
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the        
Securities and Exchange Commission by the Company and mailed to the           
stockholders of the Company.                                                  

  4. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if Certificates and all other required documents are not immediately    
available or cannot be delivered to the Depositary prior to the Expiration    
Date (as defined in the Offer to Purchase) or if the procedure for book-entry 
transfer cannot be completed prior to the Expiration Date.                    

 5. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name, with space provided for     
obtaining such clients' instructions with regard to the Offer.                

6. Guidelines of the Internal Revenue Service for Certification of    
Taxpayer Identification Number on Substitute Form W-9.                        

7. A return envelope addressed to the Depositary.                     

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 YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL   
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 18, 2000,   
UNLESS THE OFFER IS EXTENDED.                                                 

Please note the following:                                            

    1. The tender price is $20.00 per Share, net to the seller in cash without
interest.                                                                     

2. The Offer is being made for all of the outstanding Shares.         

    3. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Friday, February 18, 2000, unless the Offer is extended.        

   4. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer such number of
Shares that would constitute more than 50% of the Shares that are outstanding 
determined on a fully diluted basis.                                          

  5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of         
Transmittal, stock transfer taxes on the transfer of Shares pursuant to the   
Offer.                                                                        

  In order to accept the Offer, (i) a duly executed and properly completed
Letter of Transmittal (or facsimile thereof) and any required signature       
guarantees or, in the case of a book-entry transfer, an Agent's Message (as   
defined in the Offer to Purchase) or other required documents should be sent  
to the Depositary and (ii) Certificates representing the tendered Shares or a 
timely Book-Entry Confirmation (as defined in the Offer to Purchase) should be
delivered to the Depositary in accordance with the instructions set forth in  
the Offer.                                                                    

  If holders of Shares wish to tender, but it is impracticable for them to
forward their Certificates or other required documents or complete the        
procedures for book-entry transfer prior to the Expiration Date, a tender must
be effected by following the guaranteed delivery procedures specified in      
Section 3 of the Offer to Purchase.                                           

  Neither Offeror, Parent nor any officer, director, stockholder, agent or
other representative of Offeror or Parent will pay any fees or commissions to 
any broker, dealer or other person (other than the Dealer Manager, the        
Depositary and the Information Agent as described in the Offer to Purchase)   
for soliciting tenders of Shares pursuant to the Offer. Offeror will, however,
upon request, reimburse you for customary mailing and handling expenses       
incurred by you in forwarding any of the enclosed materials to your clients.  
Offeror will pay or cause to be paid any transfer taxes payable on the        
transfer of Shares to it, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.                                                        

  Any inquiries you may have with respect to the Offer should be addressed
to Morrow & Co., Inc., the Information Agent for the Offer, at 445 Park       
Avenue, 5th Floor, New York, NY 10022, telephone (212) 754-8000 (Banks and    
Brokerage Firms, please call: (800) 662-5200) or Donaldson, Lufkin & Jenrette 
Securities Corporation, the Dealer Manager for the Offer, at 277 Park Avenue, 
New York, New York 10172, telephone (212) 892-3000.                           

Requests for copies of the enclosed materials may be directed to the  
Information Agent at the above address and telephone number.                  

                   Very truly yours,
                              DONALDSON, LUFKIN & JENRETTE
                        SECURITIES CORPORATION

    NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF PARENT, OFFEROR, THE DEPOSITARY, THE         
INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY    
OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF    
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE   
STATEMENTS CONTAINED THEREIN.                                                 

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                                                            Exhibit (a)(4)
                                                            --------------

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK

OF

AMERICAN BUSINESS PRODUCTS, INC.

AT

$20.00 NET PER SHARE

BY

SHERMAN ACQUISITION CORPORATION,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
MAIL-WELL, INC. 

--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY  
TIME, ON FRIDAY, FEBRUARY 18, 2000, UNLESS THE OFFER IS EXTENDED.             
--------------------------------------------------------------------------------

                                                                January 21, 2000

To Our Clients:                                                                 

    Enclosed for your consideration are the Offer to Purchase, dated January 21,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,   
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to an offer by Sherman Acquisition Corporation, a Georgia     
corporation ("Offeror"), an indirect wholly owned subsidiary of Mail-Well, Inc.,
a Colorado corporation ("Parent"), to purchase all outstanding shares of common 
stock, par value $2.00 per share (the "Shares"), of American Business Products, 
Inc., a Georgia corporation (the "Company"), at a purchase price of $20.00 per  
Share, net to the seller in cash, without interest, upon the terms and subject  
to the conditions set forth in the Offer. The Offer is being made in connection 
with the Agreement and Plan of Merger, dated as of January 13, 2000, among      
Parent, Offeror and the Company (the "Merger Agreement"). This material is being
forwarded to you as the beneficial owner of Shares carried by us in your account
but not registered in your name.                                                

   WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
  OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT
    TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
  INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.                                                           

    Accordingly, we request instructions as to whether you wish to tender any or
all of the Shares held by us for your account, upon the terms and conditions set
forth in the Offer.                                                             

Please note the following:                                              

1. The tender price is $20.00 per Share, net to you in cash without     
interest.                                                                       

    2. The Board of Directors of the Company unanimously has determined that the
Offer and the Merger (as defined in the Offer to Purchase), are fair to and in  
the best interests of the Company's stockholders, has approved the Offer and    
adopted the Merger Agreement and recommends acceptance of the Offer by the      
Company's stockholders.                                                         

3. The Offer is being made for all of the outstanding Shares.           

  4. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Friday, February 18, 2000, unless the Offer is extended.          

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 5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer such number of  
Shares that would constitute more than 50% of the Shares that are outstanding   
determined on a fully diluted basis.                                            

6. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of           
Transmittal, stock transfer taxes on the transfer of Shares pursuant to the     
Offer.                                                                          

  If you wish to have us tender any or all of the Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form 
contained in this letter. An envelope to return your instructions to us is      
enclosed. If you authorize tender of your Shares, all such Shares will be       
tendered unless otherwise indicated in such instruction form. PLEASE FORWARD    
YOUR INSTRUCTIONS TO US AS SOON AS POSSIBLE TO ALLOW US AMPLE TIME TO TENDER    
YOUR SHARES ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.                

   The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements or amendments thereto. The Offer is not being   
made to, nor will tenders be accepted from or on behalf of, holders of Shares   
residing in any jurisdiction in which the making of the Offer or acceptance     
thereof would not be in compliance with the securities laws of such             
jurisdiction. In any jurisdiction where the securities, blue sky or other laws  
require the Offer to be made by a licensed broker or dealer, the Offer will be  
deemed to be made on behalf of the Offeror by one or more registered brokers or 
dealers licensed under the laws of such jurisdiction.                           

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                                                          Exhibit (a)(5)
                                                          --------------

NOTICE OF GUARANTEED DELIVERY 

FOR TENDER OF SHARES OF COMMON STOCK OF 
AMERICAN BUSINESS PRODUCTS, INC.

 This form, or one substantially equivalent hereto, must be used to accept
the Offer (as defined below) if certificates for shares of common stock, par    
value $2.00 per share (the "Shares"), of American Business Products, Inc., a    
Georgia corporation (the "Company"), are not immediately available or if the    
procedure for book-entry transfer cannot be completed on a timely basis or time 
will not permit all required documents to reach the Depositary prior to the     
Expiration Date (as defined in the Offer to Purchase). Such form may be         
delivered by hand, facsimile transmission or mail to the Depositary. See Section
3 of the Offer to Purchase, dated January 21, 2000 (the "Offer to Purchase").   

TO: AMERICAN SECURITIES TRANSFER & TRUST, INC.  

Facsimile Transmission: (303) 986-2444  

Confirm by Telephone To: (303) 985-5400 

                                                        [Enlarge/Download Table]
                                                                                     
               By Mail:                       By Hand Delivery/Overnight Delivery:   

American Securities Transfer & Trust, Inc. American Securities Transfer & Trust, Inc.
            P.O. Box 1596                    12039 West Alameda Parkway, Suite Z-2   
     Denver, Colorado 80201-1596                    Lakewood, Colorado 80228         
          Attn: Kim Hammonds                           Attn: Kim Hammonds            

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE 
DOES NOT CONSTITUTE A VALID DELIVERY. 

   If you require additional information, please call Kim Hammonds at American
Securities Transfer & Trust, Inc. at (303) 985-5400.                            

This Notice of Guaranteed Delivery is not to be used to guarantee       
signatures. If a signature on a Letter of Transmittal is required to be         
guaranteed by an "Eligible Institution" (as defined in the Offer to Purchase)   
under the instructions thereto, such signature guarantee must appear in the     
applicable space provided in the signature box on the Letter of Transmittal.    

The Eligible Institution that completes this form must communicate the  
guarantee to the Depositary and must deliver the Letter of Transmittal or an    
Agent's Message and certificates for Shares to the Depositary within the time   
period shown herein. Failure to do so could result in a financial loss to such  
Eligible Institution.                                                           

THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.

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Ladies and Gentlemen:                                                           

The undersigned hereby tender(s) to Sherman Acquisition Corporation, a  
Georgia corporation, upon the terms and subject to the conditions set forth in  
the Offer to Purchase, and the related Letter of Transmittal (which together    
constitute the "Offer"), receipt of which is hereby acknowledged, the number of 
Shares of the common stock of the Company indicated below, pursuant to the      
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.  

------------------------------------------------------------------------------- 
SIGNATURES

X                       
                          ------------------------------------------------

X                       
                          ------------------------------------------------
                          SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY

Date:                      , 2000                                           
---------------------                                             

Name(s):                                                                    
        --------------------------------------------------------------------
  (PLEASE PRINT)

Capacity:                                                                   
         -------------------------------------------------------------------

Address:                                                                    
        --------------------------------------------------------------------
  (INCLUDE ZIP CODE)

Area Code and Telephone No.:                                                
                            ------------------------------------------------

Taxpayer Identification or Social Security No.:                             
                                               -----------------------------

Number of Shares:                                                           
                 -----------------------------------------------------------

Certificate No(s). (if available):                                          
                                  ------------------------------------------

----------------------------------------------------------------------------

If Shares will be tendered by book-entry transfer, complete below:          

Name of Tendering Institution:                                              
                              ----------------------------------------------

Name of Book Entry Transfer Facility:                                       
                                     ---------------------------------------

----------------------------------------------------------------------------

Account No.:                                                                
            ----------------------------------------------------------------
--------------------------------------------------------------------------------

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--------------------------------------------------------------------------------
GUARANTEE 

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a bank, broker, dealer, credit union, savings      
association or other entity which is a member in good standing of the       
Securities Transfer Agents Medallion Program or a bank, broker, dealer,     
credit union, savings association or other entity which is an "eligible     
guarantor institution," as such term is defined in Rule 17Ad-15 under the   
Securities Exchange Act of 1934, as amended, guarantees the delivery to the 
Depositary of the Shares tendered hereby, together with a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile(s)    
thereof) and any other required documents, or an Agent's Message (as defined
in the Offer to Purchase) in the case of a book-entry delivery of Shares,   
all within three trading days of the date hereof. A "trading day" is any day
on which the New York Stock Exchange is open for business.                  

Name of Firm:                                                               
             ---------------------------------------------------------------

Number and Street or P.O. Box:                                              
                              ----------------------------------------------

----------------------------------------------------------------------------
(INCLUDE ZIP CODE)

Tel. No.:                                                                   
         -------------------------------------------------------------------

Fax No.:                                                                    
        --------------------------------------------------------------------

Authorized Signature:                                                       
                     -------------------------------------------------------

Title:                                                                      
      ----------------------------------------------------------------------

Date:                                                                       
     -----------------------------------------------------------------------

DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE
SENT WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.     
--------------------------------------------------------------------------------

3 

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                                                                Exhibit (a)(6)
                                                                --------------

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION 
NUMBER ON SUBSTITUTE FORM W-9 

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER --
Social security numbers have nine digits separated by two hyphens: i.e.         
000-00-0000. Employer identification numbers have nine digits separated by only 
one hyphen: i.e. 00-0000000. The table below will help determine the number to  
give the payer.                                                                 

                                                        [Enlarge/Download Table]
-----------------------------------------------------------  -----------------------------------------------------------------

 FOR THIS TYPE OF ACCOUNT:    GIVE THE                        FOR THIS TYPE OF ACCOUNT:                GIVE THE EMPLOYER      
                              SOCIAL SECURITY                                                          IDENTIFICATION         
                              NUMBER OF -                                                              NUMBER OF -            
----------------------------------------------------------   -----------------------------------------------------------------
                                                                                                                              
 1.  Individual               The individual                  6.   Sole proprietorship                 The owner<F3>          

 2.  Two or more individuals  The actual owner of the         7.   A valid trust, estate, or pension   The legal entity<F4>   
     (joint account)          account or, if combined              trust                                                      
                              funds, the first individual                                                                     
                              on the account <F1>                                                                             

 3.  Custodian account of a   The minor <F2>                  8.   Corporate                           The corporation        
     minor (Uniform Gift to                                                                                                   
     Minors Act)                                                                                                              

 4.  a. The usual revocable   The grantor-trustee <F1>        9.   Association, club, religious,       The organization       
        savings trust                                              charitable, educational, or other                          
        account (grantor                                           tax-exempt organization                                    
        is also trustee)                                                                                                      

     b. So-called trust       The actual owner <F1>           10.  Partnership account held in the     The partnership        
        account that is not                                        name of the business                                       
        a legal or valid                                                                                                      
        trust under State                                                                                                     
        law                                                                                                                   

 5.  Sole Proprietorship      The owner <F3>                  11.  A broker or registered nominee      The broker or nominee  

                                                              12.  Account with the Department of      The public entity      
                                                                   Agriculture in the name of a                               
                                                                   public entity (such as a State                             
                                                                   or local government, school                                
                                                                   district, or prison) that                                  
                                                                   receives agricultural program                              
                                                                   payments                                                   
----------------------------------------------------------   -----------------------------------------------------------------
<FN>                                                                                                                          
<F1> List first and circle the name of the person whose number you furnish. If                                                
     only one person on a joint account has a social security number, that                                                    
     person's number must be furnished.                                                                                       

<F2> Circle the minor's name and furnish the minor's social security number.                                                  

<F3> You must show your individual name, but you may also enter your business or                                              
     "doing business as" name. You may use either your social security number or                                              
     employer identification number (if you have one).                                                                        

<F4> List first and circle the name of the legal trust, estate, or pension                                                    
     trust. (Do not furnish the taxpayer identification number of the personal                                                
     representative or trustee unless the legal entity itself is not designated                                               
     in the account title.)                                                                                                   

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.                     

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION 

NUMBER ON SUBSTITUTE FORM W-9 

PAGE 2

OBTAINING A NUMBER                                                              

If you don't have a taxpayer identification number or you don't know your       
number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, 
Application for Employer Identification Number (for businesses and all other    
entities), or Form W-7 for Individual Taxpayer Identification Number (for alien 
individuals required to file U.S. tax returns), at an office of the Social      
Security Administration or the Internal Revenue Service and apply for a number. 

PAYEES EXEMPT FROM BACKUP WITHHOLDING                                           

Payees specifically exempted from backup withholding on ALL payments include the
following:                                                                      

*  A corporation.                                                               

*  An organization exempt from tax under section 501(a), or an individual       
retirement plan, or a custodial account under Section 403(b)(7), if the   
account satisfies the requirements of Section 401(f)(2).                  

*  The United States or any agency or instrumentality thereof.                  

*  A State, the District of Columbia, a possession of the United States, or any 
political subdivision or instrumentality thereof.                         

*  A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.                                        

*  An international organization or any agency or instrumentality thereof.      

*  A foreign central bank of issue.                                             

Payees that are exempt from backup withholding on interest, dividends and broker
transactions include the following:                                             

*  A registered dealer in securities or commodities registered in the U.S. or a 
possession of the U.S.                                                    

*  A real estate investment trust.                                              

*  A common trust fund operated by a bank under section 584(a).                 

*  An entity registered at all times during the tax year under the Investment   
Company Act of 1940.                                                      

*  A financial institution.                                                     

Payees that are exempt from backup withholding on broker transactions include   
the following:                                                                  

*  A futures commission merchant registered with the Commodity Futures Trading  
Commission.                                                               

*  A person registered under the Investment Advisors Act of 1940 who regularly  
acts as a broker.                                                         

Payments of dividends and patronage dividends not generally subject to backup   
withholding include the following:                                              

*  Payments to nonresident aliens subject to withholding under Section 1441.    

*  Payments to partnerships not engaged in a trade or business in the U.S. and  
which have at least one nonresident alien partner.                        

*  Payments of patronage dividends where the amount received is not paid in     
money.                                                                    

*  Payments made by certain foreign organizations.                              

Payments of interest not generally subject to backup withholding include the    
following:                                                                      

*  Payments of interest on obligations issued by individuals.                   

NOTE: You may be subject to backup withholding if this interest is $600 or more 
and is paid in the course of the payer's trade or business and you have not     
provided your correct taxpayer identification number to the payer.              

*  Payments of tax-exempt interest (including exempt-interest dividends under   
section 852).                                                             

*  Payments described in section 6049(b)(5) to nonresident aliens.              

*  Payments on tax-free covenant bonds under section 1451.                      

*  Payments made by certain foreign organizations.                              

*  Mortgage interest paid to you.                                               

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Exempt payees described above should file a Substitute Form W-9 to avoid        
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH   
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE    
DIVIDENDS, ALSO SIGN AND DATE THE FORM.                                         

Certain payments other than interest, dividends and patronage dividends that are
not subject to information reporting are also not subject to backup withholding.
For details, see sections 6041, 6041(a), 6042, 6044, 6045, 6049, 6050A, and     
6050N, and their regulations.                                                   

PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, interest
or other payments to give taxpayer identification numbers to payers who must    
report the payments to the IRS. The IRS uses the numbers for identification     
purposes and to help verify the accuracy of your tax return. Payers must be     
given the numbers whether or not recipients are required to file tax returns.   
Payers must generally withhold 31% of taxable interest, dividend and certain    
other payments to a payee who does not furnish a taxpayer identification number 
to a payer. Certain penalties may also apply.                                   

PENALTIES                                                                       

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail 
to furnish your correct taxpayer identification number to a payer, you are      
subject to a penalty of $50 for each such failure unless your failure is due to 
reasonable cause and not to willful neglect.                                    

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you    
make a false statement with no reasonable basis which results in no imposition  
of backup withholding, you are subject to a penalty of $500.                    

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or  
affirmations may subject you to criminal penalties including fines and/or       
imprisonment.                                                                   

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE  
SERVICE.                                                                        

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                                    Exhibit (a)(7)
                                    --------------

This announcement is neither an offer to purchase nor a               
solicitation of an offer to sell Shares. The Offer is made only by the          
Offer to Purchase and the related Letter of Transmittal and is being            
made to all holders of the Shares. The Offer is not being made to (nor          
will tenders be accepted from) holders of Shares in any jurisdiction in         
which the Offer or the acceptance thereof would not be in compliance            
with the securities laws of such jurisdiction. Neither the Offeror nor          
Parent is aware of any jurisdiction in which the making of the Offer or         
the acceptance thereof would not be in compliance with the laws of such         
jurisdiction. To the extent that the Offeror or Parent becomes aware of         
any state law that would limit the class of offerees in the Offer, the          
Offeror will amend the Offer and, depending on the timing of such               
amendment, if any, will extend the Offer to provide adequate                    
dissemination of such information to such holders of Shares prior to the        
expiration of the Offer. In those jurisdictions where the securities            
laws require the Offer to be made by a licensed broker or dealer, the           
Offer shall be deemed to be made on behalf of the Offeror by Donaldson,         
Lufkin & Jenrette Securities Corporation or one or more registered              
brokers or dealers licensed under the laws of such jurisdiction.                

NOTICE OF OFFER TO PURCHASE FOR CASH          

All Outstanding Shares of Common Stock            
of                

AMERICAN BUSINESS PRODUCTS, INC.              

at                

$20.00 NET PER SHARE            

by                

SHERMAN ACQUISITION CORPORATION             
a wholly-owned indirect subsidiary of             
MAIL-WELL, INC.             

Sherman Acquisition Corporation, a Georgia corporation (the           
"Offeror") and a wholly owned indirect subsidiary of Mail-Well, Inc., a Colorado
corporation (the "Parent"), hereby offers to purchase all of the shares         
of common stock, par value $2.00 per share (the "Shares"), of American          
Business Products, Inc, a Georgia corporation (the "Company"), for              
$20.00 per Share, net to the seller in cash without interest, upon the          
terms and subject to the conditions set forth in the Offer to Purchase,         
dated January 21, 2000 (the "Offer to Purchase"), and in the related            
Letter of Transmittal (which, together with any amendments or                   
supplements thereto, collectively constitute the "Offer").                      

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,          
NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 18, 2000            
UNLESS THE OFFER IS EXTENDED.             

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The Offer is being made pursuant to the Agreement and Plan of         
Merger, dated as of January 13, 2000 (the "Merger Agreement"), among            
Parent, the Offeror and the Company.  The Merger Agreement provides             
that, among other things, after the purchase of Shares pursuant to the          
Offer and the satisfaction of the other conditions set forth in the             
Merger Agreement and in accordance with the relevant provisions of the          
Georgia Business Corporation Code, as amended (the "GBCC"), the Offeror         
will be merged with and into the Company (the "Merger").  Following             
consummation of the Merger, the Company will continue as the surviving          
corporation (the "Surviving Corporation") and will be an indirect               
wholly-owned subsidiary of Parent.  At the effective time of the Merger         
(the "Effective Time"), each Share (other than Shares owned by the              
Company, any subsidiary of the Company, Parent, the Offeror, any other          
subsidiary of Parent or by stockholders, if any, who are entitled to and        
who properly exercise appraisal rights under the GBCC ("Dissenting              
Shares")) will be converted into the right to receive from the Surviving        
Corporation $20.00 (or any higher price that may be paid for each Share         
pursuant to the Offer) in cash, without interest thereon (the "Offer            
Price").                                                                        

The Offer is conditioned upon, among other things, (i) there being    
validly tendered and not withdrawn prior to the expiration of the Offer         
such number of Shares that would constitute at least a majority of the          
Shares that are outstanding determined on a fully diluted basis, (ii)           
any waiting period under the HSR Act (as defined in the Offer to                
Purchase) applicable to the purchase of Shares pursuant to the Offer            
having expired or having been terminated prior to the expiration of the         
Offer, and (iii) the satisfaction of certain other terms and conditions         
set forth in Section 15 of the Offer to Purchase.                               

In connection with the Merger Agreement, the Offeror and Parent       
entered into a Stockholders' Stock Tender Agreement dated as of January         
13, 2000 (the "Tender Agreement"), with each of the following                   
stockholders of the Company: Henry Curtis VII, Hollis L. Harris, W.             
Stell Huie, Thomas F. Keller, James F. McDonald, Daniel W. McLaughlin,          
C. Douglas Miller, G. Harold Northrop, Joe W. Rogers, William B.                
Stokely, III, Richard B. Curtis, Jr. (the "Tendering Stockholders").            
Pursuant to the Tender Agreement, the Tendering Stockholders have agreed        
to tender an aggregate of 415,306 Shares owned by the Tendering                 
Stockholders (the "Committed Shares") and have agreed to vote their             
portion of the Committed Shares in favor of the Merger and otherwise in         
the manner directed by the Offeror. The Tendering Stockholders have also        
agreed that, among other things, unless the Merger Agreement is                 
terminated in accordance with its terms, such Tendering Stockholders            
will not transfer the Committed Shares. The Committed Shares represent          
approximately 2.7% of the Shares that, as of January 20, 2000, were             
issued and outstanding on a fully diluted basis (assuming the exercise          
of all "in-the-money" stock options).                                           

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED AND    
ADOPTED THE MERGER AGREEMENT, APPROVED THE OFFER AND THE MERGER, HAS            
DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND          
IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS, AND RECOMMENDS            
THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER ALL THEIR           
SHARES PURSUANT TO THE OFFER.                                                   

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For purposes of the Offer, the Offeror will be deemed to have         
accepted for payment, and thereby purchased Shares validly tendered and         
not withdrawn, if and when the Offeror gives oral or written notice to          
American Securities Transfer & Trust, Inc. (the "Depositary") of the            
Offeror's acceptance of such Shares for payment. In all cases, payment          
for Shares purchased pursuant to the Offer will be made by deposit of           
the purchase price with the Depositary, which shall act as agent for            
tendering stockholders for the purpose of receiving payment from the            
Offeror and transmitting payment to the tendering stockholders. Payment         
for Shares accepted for payment pursuant to the Offer will be made only         
after timely receipt by the Depositary of (i) certificates for such             
Shares or timely confirmation of a book-entry transfer of such Shares           
into the Depositary's account at the Book-Entry Transfer Facility (as           
defined in the Offer to Purchase) pursuant to the procedures set forth          
in the Offer to Purchase, (ii) a properly completed and duly executed           
Letter of Transmittal (or facsimile thereof), with any required                 
signature guarantees, or, in the case of a book-entry transfer, an              
Agent's Message (as defined in the Offer to Purchase) and (iii) any             
other documents required by the Letter of Transmittal.                          

If any of the conditions set forth in the Offer to Purchase that      
relate to the Offeror's obligations to purchase the Shares are not              
satisfied by 12:00 Midnight, New York City time, on Friday, February 18,        
2000 (or any other time then set as the Expiration Date), the Offeror           
may, subject to the terms of the Merger Agreement, (i) extend the Offer         
and, subject to applicable withdrawal rights, retain all tendered Shares        
until the expiration of the Offer as so extended, (ii) subject to               
complying with applicable rules and regulations of the Securities and           
Exchange Commission, accept for payment all Shares so tendered and not          
extend the Offer, or (iii) terminate the Offer and not accept for               
payment any Shares and return all tendered Shares to tendering                  
stockholders. The term "Expiration Date" shall mean 12:00 Midnight, New         
York City time, on Friday, February 18, 2000, unless the Offeror shall          
have extended the period of time for which the Offer is open, in which          
event the term "Expiration Date" shall mean the latest time and date at         
which the Offer, as so extended by the Offeror, shall expire.                   

Subject to the limitations set forth in the Offer and the Merger      
Agreement, the Offeror reserves the right (but will not be obligated),          
at any time or from time to time in its sole discretion, to extend the          
period during which the Offer is open by giving oral or written notice          
of such extension to the Depositary and by making a public announcement         
of such extension. There can be no assurance that the Offeror will              
exercise its right to extend the Offer. Any extension of the period             
during which the Offer is open will be followed, as promptly as                 
practicable, by public announcement thereof, such announcement to be            
issued not later than 9:00 a.m., New York City Time, on the next                
business day after the previously scheduled Expiration Date. During any         
such extension, all Shares previously tendered and not withdrawn will           
remain subject to the Offer, subject to the rights of a tendering               
stockholder to withdraw such stockholder's Shares.                              

Except as otherwise provided in Section 4 of the Offer to             
Purchase, tenders of Shares made pursuant to the Offer are irrevocable,         
except that Shares tendered pursuant to the Offer may be withdrawn at           
any time prior to the Expiration Date, and, unless theretofore accepted         
for payment, may also be withdrawn at any time after March 21, 2000. For        
a withdrawal to be effective, a written, telegraphic, telex or facsimile        
transmission notice of withdrawal must be timely received by the                
Depositary at the address set forth on the back cover of the Offer to           

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Purchase. Any such notice of withdrawal must specify the name of the            
person who tendered the Shares to be withdrawn, the number of Shares to         
be withdrawn and the name of the registered holder if different from the        
name of the person who tendered the Shares. If certificates for Shares          
to be withdrawn have been delivered or otherwise identified to the              
Depositary, then prior to the physical release of such certificates, the        
serial numbers shown on such certificates must be submitted to the              
Depositary and, unless such Shares have been tendered for the account of        
an Eligible Institution (as defined in the Offer to Purchase), the              
signature on the notice of withdrawal must be guaranteed by an Eligible         
Institution. If Shares have been delivered pursuant to the procedure for        
book-entry transfer as set forth in Section 3 of the Offer to Purchase,         
any notice of withdrawal must also specify the name and number of the           
account at the appropriate Book-Entry Transfer Facility to be credited          
with the withdrawn Shares and otherwise comply with such Book-Entry             
Transfer Facility's procedures. All questions as to the form and                
validity (including time of receipt) of a notice of withdrawal will be          
determined by the Offeror, in its sole discretion, and its determination        
shall be final and binding on all parties.                                      

The information required to be disclosed by Paragraph (e)(1)(vii)     
of Rule 14d-6 of the General Rules and Regulations under the Securities         
Exchange Act of 1934, as amended, is contained in the Offer to Purchase         
and is incorporated herein by reference.                                        

The Company has provided to the Offeror its lists of stockholders     
and security position listings for the purpose of disseminating the             
Offer to holders of Shares. The Offer to Purchase, the related Letter of        
Transmittal and other related materials are being mailed to record              
holders of Shares and will be mailed to brokers, dealers, commercial            
banks, trust companies and similar persons whose names, or the names of         
whose nominees, appear on the stockholder lists or, if applicable, who          
are listed as participants in a clearing agency's security position             
listing, for subsequent transmittal to beneficial owners of Shares.             

THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL           
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS        
MADE WITH RESPECT TO THE OFFER.                                                 

Any questions or requests for assistance or for copies of the         
Offer to Purchase and the related Letter of Transmittal and other tender        
offer materials may be directed to the Information Agent or the Dealer          
Manager as set forth below, and copies will be furnished promptly at the        
Offeror's expense. No fees or commissions will be payable to brokers,           
dealers or other persons other than the Information Agent, the Dealer           
Manager and the Depositary for soliciting tenders of Shares pursuant to         
the Offer.                                                                      

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The Information Agent for the Offer is:                   

MORROW & CO., INC.                    
445 Park Avenue, 5th Floor                    
New York, NY 10022                    
Call Collect (212) 754-8000                     
Banks and Brokerage Firms, Please Call:                     
(800) 662-5200                    

SHAREHOLDERS PLEASE CALL: (800) 566-9061                      

The Dealer Manager for the Offer is:                    

DONALDSON, LUFKIN & JENRETTE                      

277 Park Avenue                         
New York, New York 10172                          
(212) 892-3000                          

January 21, 2000                                                                

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                                    Exhibit (a)(8)
                                    --------------

FOR IMMEDIATE RELEASE: Friday, January 14, 2000             

MAIL-WELL TO ACQUIRE AMERICAN BUSINESS PRODUCTS             

ENGLEWOOD, CO and ATLANTA, GA -- Mail-Well, Inc. (NYSE: MWL) and                
American Business Products, Inc. (NYSE: ABP) announced that they have           
entered into a definitive agreement for Mail-Well to acquire all the            
shares of the common stock of Atlanta-based American Business Products          
for $20 per share in cash. The total value of the transaction, including        
the assumption of debt, will be approximately $334 million.                     

American Business Products is a premier provider of printed office              
products and specialty packaging solutions through its Curtis 1000,             
International Envelope, Discount Label and Jen-Coat business units. ABP         
reported 1998 sales of $461 million and net income and earnings per             
share from continuing operations of $18.3 million and $1.15,                    
respectively. For the nine months ended September 30, 1999, it earned           
$13.9 million, or $0.92 per share, on sales of $350 million.                    

"We are delighted with the acquisition of American Business Products.           
Three of ABP's four business units are perfect fits with existing               
Mail-Well operations. The fourth, Jen-Coat, is in specialty packaging,          
which is an area we have been interested in for some time," said Gerald         
F. Mahoney, Mail-Well's Chairman and Chief Executive Officer. "In               
addition to businesses that are complementary, we will be adding to the         
depth of our management. The teams leading each of ABP's business units         
have positioned their businesses to grow both the top and bottom lines.         
We are excited by the upside potential," Mahoney noted.                         

G. Harold Northrop, Chairman of the Board of American Business Products,        
stated, "The Board of American Business Products is unanimous in its            
support of Mail-Well's proposal. This proposal not only is in the best          
interest of our shareholders, it represents an excellent fit for our            
businesses and their employees. We are convinced that Mail-Well is              
acquiring four well managed business units."                                    

Completion of the acquisition is subject to the customary terms and             
conditions, and termination of the necessary waiting period under the           
Hart-Scott-Rodino Act.                                                          

Goldman, Sachs & Co. acted as financial advisor to American Business            
Products in connection with this transaction.                                   

Mail-Well is a leading consolidator in the highly fragmented printing           
industry, specializing in four fast-growing multibillion-dollar market          
segments: commercial printing, envelopes, labels and printing for               
distributors. Mail-Well currently has more than 13,000 employees and 110        
printing plants and numerous sales offices throughout North America.            
With this acquisition, Mail-Well will have a revenue run rate of $2.5 billion.  

This press release may make forward-looking statements, which are               
subject to various uncertainties and risks that could affect their              
outcome. Factors which could cause or contribute to differences include,        
but are not limited to, product demand and sales, interest rates,               
ability to obtain assumed productivity savings and availability of              
acquisition opportunities. This press release does not constitute an            
offer to sell or solicitation of an offer to buy Mail-Well's or American        
Business Products' securities.                                                  

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                                        Exhibit (a)(9)
                                        --------------

FOR IMMEDIATE RELEASE: Friday, January 14, 2000                                 

MAIL-WELL CONFIRMS CASH TENDER OFFER FOR AMERICAN BUSINESS PRODUCTS             

ENGLEWOOD, CO and ATLANTA, GA -- Mail-Well, Inc. (NYSE: MWL) confirmed          
today that the previously announced definitive agreement for Mail-Well          
to acquire all the shares of the common stock of Atlanta-based American         
Business Products, Inc. (NYSE: ABP) for $20 per share in cash will be           
effected as a cash tender offer. The total value of the transaction,            
including the assumption of debt, will be approximately $334 million.           
The cash tender offer will be commenced on or about January 21, 2000.           

Completion of the acquisition is subject to the customary terms and             
conditions, and termination of the necessary waiting period under the           
Hart-Scott-Rodino Act.                                                          

Mail-Well is a leading consolidator in the highly fragmented printing           
industry, specializing in four fast-growing multibillion-dollar market          
segments: commercial printing, envelopes, labels and printing for               
distributors. Mail-Well currently has more than 13,000 employees and 110        
printing plants and numerous sales offices throughout North America.            
With this acquisition, Mail-Well will have a revenue run rate of $2.5           
billion.                                                                        

This press release may make forward-looking statements, which are               
subject to various uncertainties and risks that could affect their              
outcome. Factors which could cause or contribute to differences include,        
but are not limited to, product demand and sales, interest rates,               
ability to obtain assumed productivity savings and availability of              
acquisition opportunities. This press release does not constitute an            
offer to sell or solicitation of an offer to buy Mail-Well's or American        
Business Products' securities.                                                  

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                                               Exhibit (a)(10)
                                               ---------------

MAIL-WELL COMMENCES TENDER OFFER                                                
FOR SHARES OF AMERICAN BUSINESS PRODUCTS                                        

ENGLEWOOD, CO and ATLANTA, GACMail-Well, Inc.  (NYSE: MWL) and American         
Business Products, Inc. (NYSE: ABP) announced today that Mail-Well's            
wholly-owned indirect subsidiary Sherman Acquisition Corporation has            
commenced its previously announced tender offer for all of the shares of        
ABP for $20 per share, net to the seller in cash.  The tender offer is          
being conducted pursuant to an Agreement and Plan of Merger among the           
companies dated January 13, 2000.  The tender offer is schedule to              
expire at 12:00 midnight, eastern standard time, on Friday, February 18,        
unless extended.                                                                

Certain ABP shareholders who collectively own approximately 2.7% of the         
ABP shares outstanding on a fully diluted basis have agreed to tender           
their shares in the offer.  The offer is conditioned upon 51% of the ABP        
shares outstanding being validly tendered and not withdrawn prior to the        
expiration of the offer, termination of the necessary waiting period            
under the Hart-Scott-Rodino Act and other customary closing conditions.         

Donaldson, Lufkin & Jenrette is the Dealer Manager for the offer.  The          
complete terms and conditions of the offer are set forth in the Offer to        
Purchase being filed today with the Securities and Exchange Commission,         
copies of which are available from Morrow & Co., the information agent          
for the offer.  American Securities Transfer & Trust is acting as               
depositary for the offer.                                                       

Goldman, Sachs & Co. acted as financial advisor to American Business            
Products in connection with this transaction.                                   

Mail-Well is a leading consolidator in the highly fragmented printing           
industry, specializing in four fast-growing multibillion dollar market          
segments:  commercial printing, envelopes, labels and printing for              
distributors.  Mail-Well currently has more than 13,000 employees and           
110 printing plants, and numerous sales offices throughout North                
America.  Reporting 1998 sales of $1.5 billion, Mail-Well expects to            
have a revenue run rate of $2.5 billion once it completes the                   
acquisition of American Business Products.                                      

This press release may make forward-looking statements, which are               
subject to various uncertainties and risks that could affect their              
outcome.  Factors which could cause or contribute to differences                
include, but are not limited to, product demand and sales, interest             
rates, ability to obtain assumed productivity savings, availability of          
financing and availability of acquisition opportunities.  This press            
release does not constitute an offer to sell or solicitation of an offer        
to buy Mail-Well's securities.                                                  

Note:  News releases and other information on Mail-Well can                     
be accessed at www.mail-well.com.                                               

# # #                                                                           

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                                    Exhibit (b)(1)
                                    --------------

January 13, 2000                                                                

Gary H. Ritondaro                                                               
Senior Vice President and Chief Financial Officer                               
Mail-Well, Inc.                                                                 
23 Inverness Way East, Suite 160                                                
Englewood, CO  80112                                                            

Re:  $800,000,000 Senior Secured Credit Facilities                    

Dear Gary:                                                                      

Mail-Well I, Inc. (the "Borrower") has informed Bank of America, N.A.           
("Bank of America") and Banc of America Securities LLC ("BAS") that the         
Borrower intends to acquire all of the outstanding capital stock of             
American Business Products, Inc. (the "Merged Company") for total               
consideration of approximately $334 million (the "Transaction").  You           
have advised us that up to  $800 million in senior debt financing will          
be required in order to effect the Transaction, to pay the related costs        
and expenses, to refinance certain indebtedness of the Borrower and\or          
the Merged Company and to provide funds for ongoing general corporate           
purposes after completion of the Transaction, and that no external debt         
financing other than the financing described herein will be required in         
connection with the Transaction.  In connection with the foregoing, Bank        
of America is pleased to offer to be the sole and exclusive                     
administrative agent (in such capacity, the "Administrative Agent") for         
$800 million Senior Secured Credit Facilities (the "Senior Credit               
Facilities") to the Borrower, and Bank of America is pleased to offer           
its commitment to lend up to $800 million of the Senior Credit                  
Facilities, upon and subject to the terms and conditions of this letter         
and the Summary of Terms and Conditions attached hereto (the "Summary of        
Terms").  BAS is pleased to advise you of its willingness, as sole and          
exclusive Lead Arranger and Book Manager for the Senior Credit                  
Facilities, to form a syndicate of financial institutions (the                  
"Lenders") reasonably acceptable to you for the Senior Credit                   
Facilities.  Notwithstanding the foregoing, subject to the terms and            
conditions hereof and the Summary of Terms, Bank of America is committed        
to lend up to $800 million of the Senior Credit Facilities.                     

Bank of America will act as sole and exclusive Administrative Agent for         
the Senior Credit Facilities and BAS will act as sole and exclusive Lead        
Arranger and Book Manager for the Senior Credit Facilities.  No                 
additional agents, co-agents or arrangers will be appointed and no other        
titles will be awarded without our prior written approval.                      

BAS intends to commence syndication efforts promptly, and you agree to          
actively assist, and to cause the Merged Company to assist, BAS in              
achieving a syndication of the Senior Credit Facilities that is                 
satisfactory to it.  Such assistance by you and the Merged Company shall        
include (a) your providing and causing your advisors to provide us and          
the other Lenders upon request with all information reasonably deemed           
necessary by us to complete syndication, including, but not limited to,         
information and evaluations prepared by the Borrower and the Merged             
Company and their advisors, or on their behalf, relating to the                 
Transaction; (b) assistance in the preparation of an Offering Memorandum        
to be used in connection with the syndication; (c) your using                   
commercially reasonable efforts to ensure that the syndication efforts          
benefit materially from your existing lending relationships; and (d)            
otherwise assisting us in our syndication efforts, including by making          
senior management and advisors of the Borrower and the Merged Company and       
their subsidiaries available from time to time to attend and make presentations 
regarding the business and prospects of the Borrower                            

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Mail-Well, Inc.                                                                 
January 13, 2000                                                                
Page 2                                                                          

and the Merged Company and their subsidiaries, as appropriate, at one or        
more meetings of prospective Lenders.                                           

It is understood and agreed that Bank of America and BAS will manage and        
control all aspects of the syndication, including decisions as to the           
selection of proposed Lenders and any titles offered to proposed                
Lenders, when commitments will be accepted and the final allocations of         
the commitments among the Lenders.  It is understood that no Lender             
participating in the Senior Credit Facilities will receive compensation         
from you in order to obtain its commitment, except on the terms                 
contained herein and in the Summary of Terms.  It is also understood and        
agreed that the amount and distribution of the fees among the Lenders           
will be at our sole discretion and that any syndication prior to                
execution of the definitive documentation for the Senior Credit                 
Facilities will reduce the commitment of Bank of America.                       

In the event that such syndication cannot be achieved in a manner               
satisfactory to Bank of America and BAS under the structure outlined in         
the Summary of Terms, you agree that Bank of America and BAS shall be           
entitled, in consultation with you, to change the pricing, structure or         
other terms of the Senior Credit Facilities if Bank of America and BAS          
determine that such changes are advisable to ensure a successful                
syndication or an optimal credit structure, provided that the total             
amount of the Senior Credit Facilities remains unchanged.                       

The commitment of Bank of America hereunder and the agreement of BAS to         
provide the services described herein are subject to the agreement in           
the preceding paragraph and the satisfaction of each of the following           
conditions precedent in a manner acceptable to us in our sole                   
discretion: (a) each of the terms and conditions set forth herein and in        
the Summary of Terms; (b) the completion of all due diligence with              
respect to the Borrower, the Merged Company and their respective                
subsidiaries in scope and determination satisfactory to us in our sole          
discretion; (c) the absence of a material breach of any representation,         
warranty or agreement of the Borrower or the Company set forth herein;          
(d) execution by the Borrower, the Merged Company and/or other                  
appropriate parties of a definitive merger agreement and other related          
documentation for the Transaction (collectively, the "Transaction               
Documents"), which Transaction Documents shall be in form and substance         
satisfactory to us; (e) our satisfaction that prior to and during the           
syndication of the Senior Credit Facilities there shall be no competing         
offering, placement or arrangement of any debt securities or bank               
financing by or on behalf of the Borrower or the Merged Company (except         
as described in this letter); (f) the negotiation, execution and                
delivery of definitive documentation for the Senior Credit Facilities           
consistent with the Summary of Terms and otherwise satisfactory to us;          
(g) since the date hereof, no material adverse change in or material            
disruption of conditions in the financial, banking or capital markets           
which we, in our sole discretion, deem material in connection with the          
syndication of the Senior Credit Facilities shall have occurred and be          
continuing; (h) no change, occurrence or development that could, in our         
opinion, have a material adverse effect on the business, assets,                
liabilities (actual or contingent), operations, condition (financial or         
otherwise) or prospects of the Borrower or the Merged Company, in each          
case together with its subsidiaries taken as a whole, shall have                
occurred or become known to us; and (i) our not becoming aware after the        
date hereof of any information or other matter which in our judgment is         
inconsistent in a material and adverse manner with any information or           
other matter disclosed to us prior to the date hereof (in which case we         
may, in our sole discretion, suggest alternative financing amounts or           
structures that ensure adequate protection for the Lenders or terminate         
this letter and any commitment or undertaking hereunder).                       

You hereby represent, warrant and covenant that (a) all information,            
other than the Projections (defined below), which has been or is                
hereafter made available to us or the Lenders by you or any of your             
representatives in connection with the transactions contemplated hereby         
(the "Information") is and will be complete and correct in all material         
respects and does not and will not contain any untrue statement of a            
material fact or omit to state a material fact necessary to make the            
statements contained therein not misleading, and (b) all financial              
projections concerning the Borrower and the Merged Company and their            
respective subsidiaries that have been or are hereafter made available          
to us or the Lenders by you or any of your representatives (the                 
"Projections") have been or will be prepared in good faith based upon           
assumptions you believe to be reasonable.  You agree to furnish us with         
such Information and Projections as we may reasonably request and to            
supplement the Information and the Projections from time to time until          
the closing date for the Senior Credit Facilities so that the                   
representation, warranty and covenant in the preceding sentence is              
correct on such closing date.  You understand that in arranging and             
syndicating the Senior Credit                                                   

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Mail-Well, Inc.                                                                 
January 13, 2000                                                                
Page 3                                                                          

Facilities, Bank of America and BAS will be using and relying on the            
Information and the Projections without independent verification                
thereof.                                                                        

By acceptance of this offer, you agree to pay all reasonable out-of-            
pocket fees and expenses (including reasonable attorneys' fees and              
expenses, the allocated cost of internal counsel and due diligence              
expenses) incurred before or after the date hereof by us in connection          
with the Senior Credit Facilities, the syndication thereof and the other        
transactions contemplated hereby.  With respect to attorney's costs and         
expenses incurred by us, we agree to discuss with you our best estimate         
of the actual cost to be incurred and work with you to manage to this           
estimate.  We further agree that we will keep you aprised, from time to         
time or as often as you may reasonably request, of actual costs incurred        
during the course of the transaction.                                           

You agree to indemnify and hold harmless Bank of America, BAS, each             
Lender and each of their affiliates and their directors, officers,              
employees, advisors and agents (each, an "Indemnified Party") from and          
against (and will reimburse each Indemnified Party as the same are              
incurred) any and all losses, claims, damages, liabilities, and expenses        
(including, without limitation, the reasonable fees and expenses of             
counsel and the allocated cost of internal counsel) that may be incurred        
by or asserted or awarded against any Indemnified Party, in each case           
arising out of or in connection with or by reason of (including, without        
limitation, in connection with any investigation, litigation or                 
proceeding or preparation of a defense in connection therewith) (a) the         
Transaction or any similar transaction and any of the other transactions        
contemplated thereby, or (b) the Senior Credit Facilities or any other          
financings, or any use made or proposed to be made with the proceeds            
thereof, unless and only to the extent that, as to any Indemnified              
Party, it shall be determined in a final, nonappealable judgment by a           
court of competent jurisdiction that such losses, claims, damages,              
liabilities or expenses resulted primarily from the gross negligence or         
willful misconduct of such Indemnified Party.  No Indemnified Party             
shall be liable for any damages arising from the use by others of               
Information or other materials obtained through internet, Intralinks or         
other similar information transmission systems in connection with the           
Senior Credit Facilities.  In the case of any investigation, litigation         
or proceeding to which the indemnity in this paragraph applies, such            
indemnity shall be effective whether or not such investigation,                 
litigation or proceeding is brought by you, your shareholders or                
creditors or an Indemnified Party and whether or not the Transaction is         
consummated.  You agree that no Indemnified Party shall have any                
liability to you or your subsidiaries or affiliates or to your or their         
respective security holders or creditors for any indirect or                    
consequential damages arising out of, related to or in connection with          
the Transaction or any of the financings.                                       

The terms of this letter, the Summary of Terms and the fee letter among         
you and us (the "Fee Letter") are confidential and, except for                  
disclosure on a confidential basis to your accountants, attorneys and           
other professional advisors retained by you in connection with the              
Senior Credit Facilities or as may be required by law, may not be               
disclosed in whole or in part to any other person or entity (including          
the Merged Company) without our prior written consent; provided that,           
after your acceptance of this letter and the Fee Letter, you may                
disclose the terms of this letter (but not the Fee Letter) to the Merged        
Company and its stockholders and their respective attorneys, financial          
advisors and accountants in connection with the Transaction.                    

The provisions of the immediately preceding three paragraphs shall              
remain in full force and effect regardless of whether any definitive            
documentation for the Senior Credit Facilities shall be executed and            
notwithstanding the termination of this letter or any commitment or             
undertaking hereunder.                                                          

This letter and the Fee Letter shall be governed by laws of the State of        
California.  Each of us hereby irrevocably waives all right to trial by         
jury in any action, proceeding or counterclaim (whether based on                
contract, tort or otherwise) arising out of or relating to this letter,         
the Summary of Terms, the transactions contemplated hereby and thereby          
or the actions of Bank of America and BAS in the negotiation,                   
performance or enforcement hereof.                                              

This letter, together with the Summary of Terms and the Fee Letter, are         
the only agreements that have been entered into among us with respect to        
the Senior Credit Facilities and set forth the entire understanding of          
the parties with respect thereto.  This letter may be modified or               
amended only by the written agreement of all of                                 

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Mail-Well, Inc.                                                                 
January 13, 2000                                                                
Page 4                                                                          

us.  This letter is not assignable by you without our prior written             
consent and is intended to be solely for the benefit of the parties             
hereto and the Indemnified Parties.                                             

This offer will expire at 5:00 p.m. PST time on Friday, January 14, 2000        
unless you execute this letter and the Fee Letter and return them to us         
prior to that time (which may be by facsimile transmission), whereupon          
this letter and the Fee Letter (each of which may be signed in one or           
more counterparts) shall become binding agreements.  Thereafter, this           
undertaking and commitment will expire on the earliest to occur of (a)          
the closing of the Transaction without the use of the Senior Credit             
Facilities, (b) the acceptance by the Merged Company or any of its              
affiliates of an offer for all or any substantial part of the capital           
stock or assets of the Merged Company other than the offer contemplated         
hereby, and (c) April 14, 2000, unless definitive documentation for the         
Senior Credit Facilities is executed and delivered prior to such date.          

We are pleased to have the opportunity to work with you in connection           
with this important financing.                                                  

Very truly yours,                                                               

BANK OF AMERICA, N.A.                                                           

By:    Kevin Leader                                                             
Title: Managing Director                                                        

BANC OF AMERICA SECURITIES LLC                                                  

By:    Grant Moyer                                                              
Title: Vice President                                                           

Accepted and Agreed to                                                          
as of ________________, 20___:                                                  

MAIL-WELL, INC.                                                                 

By:    Gary H. Ritondaro                                                        
Title: Senior Vice President and Chief Financial Officer                        

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                                    Exhibit (c)(1)
                                    --------------

AGREEMENT AND PLAN OF MERGER                    

AMONG                     

AMERICAN BUSINESS PRODUCTS, INC.                    

MAIL-WELL, INC.                     

AND                     

SHERMAN ACQUISITION CORP.                     

DATED AS OF JANUARY 13, 2000                    

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AGREEMENT AND PLAN OF MERGER          

THIS AGREEMENT AND PLAN OF MERGER, is made, entered into, and         
effective as of the 13th day of January, 2000 (this "Agreement") by and         
among American Business Products, Inc., a Georgia corporation                   
("Company"), Mail-Well, Inc., a Colorado corporation ("Parent"), and            
Sherman Acquisition Corp., a Georgia corporation ("Acquisition Co.")            
(Acquisition Co. and Company being hereinafter collectively referred to         
as the "Constituent Corporations").                                             

W I T N E S S E T H:          
- - - - - - - - - -           

WHEREAS, Parent directly owns all of the issued and outstanding       
stock of Acquisition Co.; and                                                   

WHEREAS, the Boards of Directors of each of Company, Parent, and      
Acquisition Co. (i) have approved the merger of Company with Acquisition        
Co. (the "Merger") upon the terms and conditions set forth herein, and          
(ii) deem the Merger to be in the best interests of their respective            
shareholders.                                                                   

NOW, THEREFORE, in consideration of the premises, representations,    
warranties, and agreements herein contained, the parties agree as               
follows:                                                                        

ARTICLE I           

THE OFFER           

1.1  THE OFFER.                                                       

(a)  Subject to the provisions of this Agreement, as        
promptly as practicable (but in no event later than five business     
days after the public announcement of the execution of this           
Agreement), Acquisition Co. shall, and Parent shall cause             
Acquisition Co. to, commence (within the meaning of Rule 14d-2        
under the Securities Exchange Act of 1934, as amended (together       
with the rules and regulations promulgated thereunder, the            
"Exchange Act") a tender offer (as it may be amended from time to     
time as permitted by this Agreement, the "Stock Offer") for all of    
the outstanding shares (the "Shares") of Company Common Stock (as     
defined in Section 3.2) at a price of $20.00 per Share (such          
price, or any such higher price per Share as may be paid in the       
Stock Offer, being referred to herein as the "Stock Offer Price").    
The obligation of Acquisition Co. to, and of Parent to cause          
Acquisition Co. to, commence the Stock Offer and accept for           
payment, and pay for, any Shares tendered pursuant to the Stock       
Offer shall be subject to the conditions set forth in Section 1.2     
(any of which may be waived by Acquisition Co. in its sole            
discretion; provided, that, without the consent of Company,           
Acquisition Co. shall not waive the Minimum Tender Condition (as      
defined in Section 1.2)) and to the other terms and conditions of     
this Agreement.  Acquisition Co. expressly reserves the right to      
modify the terms of the Stock Offer, except that, without the         
consent of Company, Acquisition Co. shall not (i) reduce the          
number of Shares subject to the Stock Offer, (ii) reduce the price    
per Share to be paid pursuant to the Stock Offer, (iii) modify or     
add to the conditions set forth in Section 1.2, (iv) except as        
provided in the next sentence, extend the Stock Offer, or             
(v) change the form of consideration payable in the Stock Offer.      
Notwithstanding the foregoing, Acquisition Co. may, without the       
consent of Company, (i) extend the Stock Offer, if at the             
scheduled expiration date of the Stock Offer any of the conditions    
to Acquisition Co.'s obligations to purchase Shares shall not be      
satisfied until such conditions have been satisfied, (ii) extend      
the Stock Offer for a period of not more than ten business days       
beyond the initial                                                    

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expiration date of the Stock Offer (which initial expiration date     
shall be 20 business days following the commencement of the Stock     
Offer), if on the date of such extension less than 90% of the         
outstanding Shares of Company Common Stock have been validly          
tendered and not properly withdrawn pursuant to the Stock Offer,      
notwithstanding that all conditions to the Stock Offer are            
satisfied as of the date of such extension, and (iii) extend the      
Stock Offer for any period required by any rule, regulation,          
interpretation or position of the SEC or the staff thereof            
applicable to the Stock Offer. Notwithstanding the foregoing, the     
Stock Offer may not be extended beyond the date of termination of     
this Agreement pursuant to Article 8.  Subject to the terms and       
conditions of the Stock Offer and this Agreement, Acquisition Co.     
shall, and Parent shall cause Acquisition Co. to, pay for all         
Shares validly tendered and not properly withdrawn pursuant to the    
Stock Offer that Acquisition Co. becomes obligated to purchase        
pursuant to the Stock Offer as soon as practicable after the          
expiration of the Stock Offer.                                        

(b)  On the date of commencement of the Stock Offer, Parent 
and Acquisition Co. shall file with the Securities and Exchange       
Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1     
with respect to the Stock Offer, which shall contain an offer to      
purchase (the "Offer to Purchase") and a related letter of            
transmittal and summary advertisement, all in accordance with the     
terms of the Stock Offers as set forth herein (such Schedule 14D-1    
and the documents included therein pursuant to which the Stock        
Offers will be made, together with any supplements or amendments      
thereto, the "Offer Documents").  The Offer Documents shall comply    
in all material respects with the requirements of applicable          
federal securities laws and, on the date filed with the SEC and on    
the date first published, sent or given to Company's shareholders,    
shall not contain any untrue statement of a material fact or omit     
to state any material fact required to be stated therein or           
necessary in order to make the statements therein, in light of the    
circumstances under which they were made, not misleading, except      
that no representation is made by Parent or Acquisition Co. with      
respect to information furnished in writing by or on behalf of        
Company expressly for inclusion in the Offer Documents.  Each of      
Parent, Acquisition Co. and Company agrees promptly to correct any    
information provided by or on its behalf for use in the Offer         
Documents if and to the extent that such information shall have       
become false or misleading in any material respect, and each of       
Parent and Acquisition Co. further agrees to take all steps           
necessary to amend or supplement the Offer Documents and to cause     
the Offer Documents as so amended or supplemented to be filed with    
the SEC and to be disseminated to Company's shareholders, in each     
case as to and to the extent required by applicable Federal           
securities laws.  Company and its counsel shall be given at least     
three business days to review the Schedule 14D-1 before it is         
filed with the SEC.  In addition, Parent and Acquisition Co. will     
provide Company and its counsel, in writing, with any comments,       
whether written or oral, Parent, Acquisition Co. or their counsel     
may receive from time to time from the SEC or its staff with          
respect to the Offer Documents promptly after the receipt of such     
comments.                                                             

(c)  Parent shall provide or cause to be provided to        
Acquisition Co. on a timely basis the funds necessary to purchase     
any Shares that Acquisition Co. becomes obligated to purchase         
pursuant to the Stock Offers.                                         

1.2  CONDITIONS OF THE STOCK OFFER.  Notwithstanding any other        
provision of the Stock Offer or the Agreement, Acquisition Co. shall not        
be required to accept for payment or, subject to any applicable rules           
and regulations of the SEC, including Rule 14e-1(c) under the Exchange          
Act (relating to Acquisition Co.'s obligation to pay for or return              
tendered Shares promptly after termination or withdrawal of the Stock           
Offer), pay for any Shares tendered pursuant to the Stock Offer, and may        
postpone the acceptance for payment or, subject to the restriction              
referred to above, payment for any Shares tendered pursuant to the Stock        
Offer, and may amend or terminate the Stock Offer as to any Shares not          
then paid for unless (i) there shall have been validly tendered and not         
withdrawn, prior to the expiration of the Stock Offer, that number of           
Shares which                                                                    

2               

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would represent at least a majority of the Fully Diluted Shares (as             
defined below) (the "Minimum Tender Condition") and (ii) any waiting            
period under the HSR Act (as defined in Section 3.4) applicable to the          
purchase of Shares pursuant to the Stock Offers shall have expired or           
been terminated.  The term "Fully Diluted Shares" means all outstanding         
securities entitled generally to vote in the election of directors of           
Company on a fully diluted basis, after giving effect to the exercise or        
conversion of all securities of the Company (including Company Options          
as defined in Section 6.4) exercisable or convertible into such voting          
securities.  Furthermore, notwithstanding any other term of the Stock           
Offer or the Agreement, Acquisition Co. shall not be required to accept         
for payment or, subject as aforesaid, to pay for any Shares not                 
theretofore accepted for payment or paid for, and may terminate or amend        
the Stock Offer, with the consent of Company, if, at any time on or             
after the date of the Agreement and prior to the acceptance for payment         
of Shares or the payment therefor, any of the following conditions              
exists:                                                                         

(a)  there shall have been instituted, threatened or        
pending any litigation brought by any governmental authority or       
other person, or before any court or governmental authority,          
agency or tribunal, domestic or foreign, in each case that has a      
reasonable likelihood of success, (i) challenging the acquisition     
by Parent or Acquisition Co. of any Shares, directly or indirectly    
seeking to restrain or prohibit or otherwise make substantially       
more costly the making or consummation of the Stock Offers or the     
Merger or the performance of any of the other Transactions (as        
defined in Section 1.3) or materially delaying the Merger, or         
seeking to obtain from Company, Parent or Acquisition Co. any         
damages that are material in relation to Company and its              
Subsidiaries, taken as a whole, (ii) seeking to prohibit or limit     
the ownership or operation by Company, Parent or any of their         
respective Subsidiaries of any material portion of the business or    
assets of Company, Parent or any of their respective Subsidiaries,    
or to compel Company, Parent or any of their respective               
Subsidiaries to dispose of or hold separate any material portion      
of the business or assets of Company, Parent or any of their          
respective Subsidiaries, as a result of the Stock Offers, the         
Merger or any of the other Transactions (as defined in Section        
1.3), (iii) seeking to impose or to confirm limitations on the        
ability of Parent or any of its Subsidiaries effectively to           
acquire or hold or to exercise full rights of ownership of Shares,    
including without limitation the right to vote any Shares acquired    
or owned by Parent or any of its Subsidiaries on all matters          
properly presented to the shareholders of Company, including          
without limitation the adoption and approval of the Agreement and     
the Merger or the right to vote any shares of capital stock of any    
Subsidiary directly or indirectly owned by Company, or                
(iv) seeking to prohibit Parent or any of its Subsidiaries from       
effectively controlling in any material respect the business or       
operations of Company or any of its Subsidiaries;                     

(b)  there shall be any law enacted, entered, enforced,     
promulgated, amended or issued with respect to, or deemed             
applicable to, or any consent, approval, authorization, clearance,    
exemption, waiver or similar affirmation by any person pursuant to    
any contract, law, order or permit (a "Consent") withheld with        
respect to, (i) Parent, Company or any of their respective            
Subsidiaries or (ii) the Stock Offers, the Merger or any of the       
other Transactions (as defined in Section 1.3), by any                
Governmental Entity (as defined in Section 3.4) or before any         
court or governmental authority, agency or tribunal, domestic or      
foreign, that is reasonably likely to result, directly or             
indirectly, in any of the consequences referred to in clauses (i)     
through (iv) of paragraph (a) above;                                  

(c)  (i)  the Board of Directors of Company or any          
committee thereof shall have withdrawn or modified in a manner        
adverse to Parent or Acquisition Co. the approval or                  
recommendation of the Stock Offer, the Merger or this Agreement,      
or approved or recommended any Superior Proposal (as defined in       
Section 5.2(b)) or any other acquisition of Shares other than the     
Stock Offer and the Merger or (ii) the Board of Directors of          
Company shall have determined to approve, endorse or recommend a      
Superior Proposal to this Company's shareholders.                     

3               

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(d)  any of the representations and warranties of Company   
set forth in the Agreement that are qualified as to materiality       
shall not be true and correct, or any such representations and        
warranties that are not so qualified shall not be true and correct    
in any material respect, in each case as if such representations      
and warranties were made at the time of such determination;           

(e)  Company shall have failed to perform in any material   
respect any obligation or to comply in any material respect with      
any agreement or covenant of Company to be performed or complied      
with by it under the Agreement;                                       

(f)  the Agreement shall have been terminated in accordance 
with its terms or the Stock Offer shall have been terminated with     
the consent of Company; or                                            

(g)  all Consents of and notices to or filings with         
governmental authorities and third parties required in connection     
with the Transactions (as defined in Section 1.3) shall not have      
been obtained or made other than those the absence of which,          
individually or in the aggregate, would not have an Company           
Material Adverse Effect or prevent or materially delay                
consummation of any of the Transactions (as defined in Section        
1.3).                                                                 

1.3  COMPANY ACTIONS.                                                 

(a)  Company hereby approves of and consents to the Stock   
Offer and represents and warrants that its Board of Directors, at     
a meeting duly called and held, has duly adopted resolutions          
(i) approving this Agreement and the transactions contemplated        
herein, including the Stock Offer and the Merger (collectively,       
the "Transactions"), and such approval constitutes approval of the    
Stock Offer, this Agreement and the Transactions, including the       
Merger, for purposes of Article 11, Part 3 of the Georgia Business    
Corporation Code ("GBCC"), such that the provisions of said           
Article 11, Part 3 will not apply to the Transactions,                
(ii) determining that the terms of the Stock Offers, the Merger       
and the other Transactions are fair to, and in the best interests     
of, the shareholders of Company, and (iii) recommending that the      
shareholders of Company accept the Stock Offers, tender their         
Shares thereunder to Acquisition Co. and approve and adopt this       
Agreement and the Merger.                                             

(b)  Within 10 business days after the Offer Documents are  
filed with the SEC, Company shall file with the SEC a                 
Solicitation/Recommendation Statement on Schedule 14D-9 with          
respect to the Stock Offers (together with all amendments and         
supplements thereto and including the exhibits thereto, the           
"Schedule 14D-9") which shall contain the recommendation referred     
to in clause (iii) of Section 1.3(a) and shall mail the Schedule      
14D-9 to the shareholders of Company.  The Schedule 14D-9 shall       
comply in all material respects with the requirements of              
applicable federal securities laws and, on the date filed with the    
SEC and on the date first published, sent or given to Company's       
shareholders, shall not contain any untrue statement of a material    
fact or omit to state any material fact required to be stated         
therein or necessary in order to make the statements therein, in      
light of the circumstances under which they were made, not            
misleading, except that no representation is made by Company with     
respect to information furnished in writing by or on behalf of        
Parent or Acquisition Co. expressly for inclusion in the Schedule     
14D-9.  Each of Parent, Acquisition Co. and Company agrees            
promptly to correct any information provided by or on its behalf      
for use in the Schedule 14D-1 if and to the extent that such          
information shall have become false or misleading in any material     
respect, and Company further agrees to take all steps necessary to    
amend or supplement the Schedule 14D-1 and to cause the Schedule      
14D-1 as so amended or supplemented to be filed with the SEC and      
to be disseminated to Company's shareholders, in each case as to      
and to the extent required by applicable Federal securities laws.     
Parent and its counsel shall be given the opportunity to review       
the Schedule 14D-9 before it is filed with the SEC.  In addition,     
Company agrees to                                                     

4               

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provide Parent, Acquisition Co. and their counsel, in writing,        
with any comments, whether written or oral, that Company or its       
counsel may receive from time to time from the SEC or its staff       
with respect to the Schedule 14D-1 promptly after the receipt of      
such comments or other communications.                                

(c)  In connection with the Stock Offer, Company will       
promptly furnish or cause to be furnished to Acquisition Co.          
mailing labels, security position listings and any available          
listing, or computer file containing the names and addresses of       
all record holders of the Shares as of a recent date, and shall       
furnish Acquisition Co. with such additional information              
(including, but not limited to, updated lists of holders of the       
Shares and their addresses, mailing labels and lists of security      
positions) and assistance as the Acquisition Co. or its agents may    
reasonably request in communicating the Stock Offers to the record    
and beneficial holders of the Shares.  Subject to the requirements    
of applicable law, and except for such steps as are necessary to      
disseminate the Offer Documents and any other documents necessary     
to consummate the Merger, Parent and Acquisition Co. shall hold in    
confidence the information contained in any of such labels and        
lists and the additional information referred to in the preceding     
sentence, will use such information only in connection with the       
Stock Offers and the Merger, and, if this Agreement is terminated,    
will upon request of Company deliver or cause to be delivered to      
Company all copies of such information then in their possession.      

(d)  The Company covenants that it will take all action     
necessary to approve the Stock Offer, the Merger, and all other       
transactions contemplated by this Agreement under the American        
Business Products Rights Agreement, by and between the Company and    
Equiserve Trust Company, N.A., dated May 5, 1999, as the same may     
be amended from time to time, and represents and warrants that        
upon the taking of such action none of the Stock Offer, the           
Merger, or any other transactions contemplated by this Agreement      
will result in any of the Rights (as defined therein) becoming        
exercisable.                                                          

ARTICLE II                  

THE MERGER                  

2.1  THE MERGER.  Upon the terms and subject to the conditions        
hereof, and in accordance with the GBCC, Acquisition Co. shall be merged        
with and into the Company at the Effective Time (as hereinafter                 
defined).  Following the Merger, the separate corporate existence of            
Acquisition Co. shall cease, and the Company shall continue as the              
surviving corporation (the "Surviving Corporation").                            

2.2  EFFECTIVE TIME.  The Merger shall become effective when          
Articles of Merger (the "Articles of Merger"), executed in accordance           
with the relevant provisions of the GBCC, are filed with the Secretary          
of State of the State of Georgia; provided, however, that, upon mutual          
     --------  -------
consent of the constituent corporations, the Articles of Merger may             
provide for a later date of effectiveness of the Merger.  When used in          
this Agreement, the term "Effective Time" shall mean the later of the           
date and time at which the Articles of Merger are filed or such later           
date and time of effectiveness established by the Articles of Merger.           
The filing of the Articles of Merger shall be made on the date of the           
"Closing" (as defined in Section 2.13).                                         

2.3  EFFECTS OF THE MERGER.  The Merger shall have the effects        
set forth in Section 14-2-1106 of the GBCC.                                     

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2.4  CHARTER AND BYLAWS.  At the Effective Time, the Articles of      
Incorporation of the Company, as in effect immediately prior to the             
Effective Time, shall be the Articles of Incorporation of the Surviving         
Corporation until thereafter changed or amended as provided therein or          
by applicable law.  At the Effective Time, the Bylaws of the Company, as        
in effect immediately prior to the Effective Time, shall be the Bylaws          
of the Surviving Corporation until thereafter changed or amended as             
provided therein or by the Articles of Incorporation of the Surviving           
Corporation or by applicable law.  At the Effective Time, the board of          
directors and officers of Acquisition Co. shall be the Board of                 
Directors and officers of the Surviving Corporation.                            

2.5  CONVERSION OF SECURITIES.  As of the Effective Time, by          
virtue of the Merger and without any action on the part of Acquisition          
Co., the Company, or the holders of any securities of the Constituent           
Corporations:                                                                   

(a)  Each share of capital stock of Acquisition Co. issued  
and outstanding immediately prior to the Effective Time shall         
cease to be outstanding and shall be converted into one fully paid    
and nonassessable share of Company Common Stock (as defined in        
Section 3.2).                                                         

(b)  Each share of Company Common Stock (excluding shares   
held by Company, Parent, or any of their respective subsidiaries,     
and excluding shares held by shareholders who perfect their           
statutory dissenters' rights as provided in Section 2.6) issued       
and outstanding immediately prior to the Effective Time shall         
cease to be outstanding and shall be converted into and exchanged     
for the right to receive from Parent a cash payment equal to the      
price per Share paid pursuant to the Stock Offer (the "Merger         
Consideration").                                                      

2.6  DISSENTING SHAREHOLDERS.  Any holder of shares of Company        
Common Stock who perfects his dissenters' rights in accordance with the         
GBCC shall be entitled to receive the value of such shares in cash as           
determined pursuant to such provision; provided, that no such payment           
shall be made to any dissenting shareholder unless and until such               
dissenting shareholder has complied with the applicable provisions of           
the GBCC and surrendered to Company the certificate or certificates             
representing the shares for which payment is being made.  In the event          
that after the Effective Time a dissenting shareholder of Company fails         
to perfect, or effectively withdraws or loses, his right to appraisal           
and of payment for his shares, Parent shall issue and deliver the               
consideration to which such holder of shares of Company Common Stock is         
entitled under this Article 2 (without interest) upon surrender by such         
holder of the certificate or certificates representing shares of Company        
Common Stock held by him. Company shall give Parent (i) prompt notice of        
any written notice of intent to seek dissenters rights received by              
Company and (ii) the opportunity to direct all negotiations and                 
proceedings with respect to any such notices. Company shall not, without        
the prior written consent of Parent, voluntarily make any payment with          
respect to, or settle, offer to settle, or otherwise negotiate with             
respect to, any such notices.                                                   

2.7  EXCHANGE OF CERTIFICATES.                                        

(a)  Exchange Fund.  Parent shall authorize a commercial    
-------------                                     
bank reasonably acceptable to the Company (or such other person or    
persons as shall be acceptable to Parent and the Company) to act      
as Exchange Agent hereunder (the "Exchange Agent").  As soon as       
practicable after the Effective Time, Parent shall deposit with       
the Exchange Agent, in trust for the holders of shares of Company     
Common Stock converted in the Merger, the cash payable pursuant to    
Section 2.5(b) (such cash being hereinafter referred to as the        
"Exchange Fund").  The Exchange Agent shall, pursuant to              
irrevocable instructions, deliver the consideration contemplated      
to be issued pursuant to Section 2.5(b) out of the Exchange Fund.     
Except as contemplated by Section 2.8, the Exchange Fund shall not    
be used for any other purpose.                                        

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(b)  Exchange Procedures.  As soon as practicable after the 
-------------------                               
Effective Time, Parent shall cause the Exchange Agent to mail to      
each record holder of a certificate or certificates which             
immediately prior to the Effective Time represented outstanding       
shares of Company Common Stock converted in the Merger (and           
excluding, for the avoidance of doubt, any record holder that has     
perfected its dissenters' rights under the GBCC) (the                 
"Certificates") a letter of transmittal (which shall be in            
customary form, shall specify that delivery shall be effected, and    
risk of loss and title to the Certificates shall pass, only upon      
actual delivery of the Certificates to the Exchange Agent, and        
shall contain instructions for use in effecting the surrender of      
the Certificates in exchange for the consideration contemplated by    
Section 2.5(b)).  Upon surrender for cancellation to the Exchange     
Agent of a Certificate, together with such letter of transmittal,     
properly executed and duly executed in accordance with the            
instructions thereon, the holder of such Certificate shall be         
entitled to receive in exchange therefor the consideration            
contemplated by Section 2.5(b) and any Certificate so surrendered     
shall forthwith be canceled.                                          

2.8  RETURN OF EXCHANGE FUND.  Any portion of the Exchange Fund       
which remains undistributed to the former shareholders of the Company           
for one year after the Effective Time shall be delivered to Parent, upon        
demand of Parent, and any such former shareholders who have not                 
theretofore complied with this Article I shall thereafter look only to          
Parent for payment of their claim.  Neither Parent nor the Surviving            
Corporation shall be liable to any former holder of Company Common Stock        
for any consideration which is delivered to a public official pursuant          
to any applicable abandoned property, escheat or similar law.                   

2.9  NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK.  The        
consideration issued upon the surrender for exchange of Certificates in         
accordance with the terms hereof shall be deemed to have been issued in         
full satisfaction of all rights pertaining to the shares of Company             
Common Stock represented by such Certificates.                                  

2.10 CLOSING OF COMPANY TRANSFER BOOKS.  At the Effective Time,       
the stock transfer books of the Company shall be closed and no transfer         
of shares of Company Common Stock shall thereafter be made on the               
records of the Company.  If, after the Effective Time, Certificates are         
presented to the Surviving Corporation, the Exchange Agent or the               
Parent, such Certificates shall be canceled and exchanged as provided in        
this Article I.                                                                 

2.11 LOST CERTIFICATES.  If any Certificate shall have been lost,     
stolen or destroyed, upon the making of an affidavit of that fact by the        
person claiming such Certificate to be lost, stolen or destroyed and, if        
required by the Surviving Corporation, the posting by such person of a          
bond, in such reasonable amount as the Surviving Corporation may direct         
(but consistent with the practices the Parent applies to its own                
shareholders), as indemnity against any claim that may be made against          
it with respect to such Certificate, the Exchange Agent will issue in           
exchange for such lost, stolen or destroyed Certificate the                     
consideration contemplated by Section 2.5(b).                                   

2.12 FURTHER ASSURANCES.  If at any time after the Effective Time     
the Surviving Corporation shall consider or be advised that any deeds,          
bills of sale, assignments or assurances or any other acts or things are        
necessary, desirable or proper (a) to vest, perfect or confirm, of              
record or otherwise, in the Surviving Corporation its right, title or           
interest in, to or under any of the rights, privileges, powers,                 
franchises, properties or assets of either of the Constituent                   
Corporations, or (b) otherwise to carry out the purposes of this                
Agreement, the Surviving Corporation and its proper officers and                
directors or their designees shall be authorized to execute and deliver,        
in the name and on behalf of either of the Constituent Corporations, all        
such deeds, bills of sale, assignments and assurances and to do, in the         
name and on behalf of either Constituent Corporation, all such other            
acts and things as may be necessary, desirable or proper to vest,               

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perfect or confirm the Surviving Corporation's right, title or interest         
in, to or under any of the rights, privileges, powers, franchises,              
properties or assets of such Constituent Corporation and otherwise to           
carry out the purposes of this Agreement.                                       

2.13 CLOSING.  The closing of the transactions contemplated by        
this Agreement (the "Closing") and all actions specified in this                
Agreement to occur at the Closing shall take place at the offices of            
Long Aldridge & Norman LLP at 10:00 a.m., local time, no later than the         
second (2nd) business day following the day on which the last of the            
conditions set forth in Article VI shall have been fulfilled or waived,         
or at such other time and place as Parent and the Company shall agree.          

ARTICLE III                   

REPRESENTATIONS AND WARRANTIES OF COMPANY                   

Company hereby represents and warrants as of the date hereof to       
Parent and Acquisition Co. as follows:                                          

3.1  ORGANIZATION, STANDING AND POWER.  Company is a corporation      
duly organized, validly existing and in good standing under the laws of         
the State of Georgia and has the requisite corporate power and authority        
to carry on its business as now being conducted.  Each Subsidiary of            
Company, as hereinafter defined in this Section 3.1, is duly organized,         
validly existing and in good standing under the laws of the jurisdiction        
in which it is organized and has the requisite corporate or other power         
and authority to carry on its business as now being conducted, except           
where the failure to be so organized, existing or in good standing or to        
have such power or authority would not, individually or in the                  
aggregate, have a Material Adverse Effect on Company as hereinafter             
defined in this Section 3.1.  Company and each of its Subsidiaries are          
duly qualified to do business, and are in good standing, in each                
jurisdiction where the character of their properties owned or held under        
lease or the nature of their activities makes such qualification                
necessary, except where the failure to be so qualified would not,               
individually or in the aggregate, have a Material Adverse Effect on             
Company.  For purposes of this Agreement, (a) "Material Adverse Change"         
or "Material Adverse Effect" means, when used with respect to Company or        
Parent, as the case may be, any change or effect that is materially             
adverse to the business, assets, liabilities, results of operation or           
financial condition of Company and its Subsidiaries, taken as a whole,          
or Parent and its Subsidiaries, taken as a whole, as the case may be,           
but excluding any changes or effects resulting from this Agreement, the         
transactions contemplated hereby or the announcement thereof, and (b)           
"Subsidiary" means any corporation, partnership, joint venture or other         
legal entity of which Company or Parent, as the case may be (either             
alone or through or together with any other Subsidiary), owns, directly         
or indirectly, 50% or more of the stock or other equity interests the           
holders of which are generally entitled to vote for the election of the         
board of directors or other governing body of such corporation,                 
partnership, joint venture or other legal entity.                               

3.2  CAPITAL STRUCTURE.   The authorized capital stock of Company     
consists of 50,000,000 shares of common stock, par value $2.00 per share        
("Company Common Stock"), and 500,000 shares of preferred stock, no par         
value ("Company Preferred Stock"), of which (i) 14,881,511 shares of            
Company Common Stock are issued and outstanding, all of which are               
validly issued, fully paid and nonassessable and free of preemptive             
rights or rights of first refusal, (ii) 2,056,986 shares of Company             
Common Stock are held in the treasury of Company or by the Subsidiaries         
of Company.  No shares of Company Preferred Stock are outstanding. As of        
the date of this Agreement, except as shown on Schedule 3.2, there are          
                          ------------
no securities convertible into Company Common Stock or any other capital        
stock of the Company or any of its subsidiaries outstanding, or any             
options, warrants, calls, rights or agreements to which Company or any          
of its Subsidiaries is a party or by which any of them is bound                 
obligating Company or any of its Subsidiaries to issue, deliver                 

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or sell, or cause to be issued, delivered or sold, additional shares of         
capital stock of Company or any of its Subsidiaries or obligating               
Company or any of its Subsidiaries to grant, extend or enter into any           
such option, warrant, call, right or agreement.  Other than the holders         
of Company Common Stock no holder of any securities or indebtedness of          
the Company or any of its subsidiaries has any voting rights.  Each             
outstanding share of capital stock of each Subsidiary of Company that is        
a corporation is duly authorized, validly issued, fully paid and                
nonassessable.  Except as disclosed in the "Company SEC Documents" (as          
defined in Section 3.5) or Schedule 3.2, each share of capital stock of         
------------              
each Subsidiary of Company that is a corporation, and each equity               
interest in each Subsidiary of Company that is another form of legal            
entity, is owned by Company or another Subsidiary of Company, free and          
clear of all security interests, liens, claims, pledges, options, rights        
of first refusal, agreements, limitations on voting rights, charges and         
other encumbrances of any nature whatsoever.                                    

3.3  AUTHORITY.                                                       

(a)  The Board of Directors of Company has on or prior to   
the date of this Agreement at a meeting duly called and held and      
not subsequently rescinded or modified in any way (i) adopted this    
Agreement in accordance with the GBCC, (ii) resolved to recommend     
the approval of this Agreement to Company's shareholders and (iii)    
directed that this Agreement be submitted to Company's                
shareholders for approval.                                            

(b)  Company has all requisite corporate power and          
authority to enter into this Agreement and, subject to approval by    
the shareholders of Company of this Agreement, to consummate the      
transactions contemplated hereby.  The execution and delivery of      
this Agreement by Company and the consummation by Company of the      
transactions contemplated hereby have been duly authorized by all     
necessary corporate action on the part of Company, subject to (x)     
approval of this Agreement by the shareholders of Company and (y)     
the filing of appropriate Merger documents as required by the         
GBCC.  This Agreement has been duly executed and delivered by         
Company and (assuming the valid authorization, execution and          
delivery of this Agreement by Parent and Acquisition Co.)             
constitutes the valid and binding obligation of Company               
enforceable against Company in accordance with its terms, except      
in all cases as such enforceability may be limited by applicable      
bankruptcy, insolvency, reorganization, receivership,                 
conservatorship, moratorium or similar laws affecting the             
enforcement of creditor's rights generally and except that the        
availability of the equitable remedy of specific performance or       
injunctive relief is subject to the discretion of the court before    
which any proceeding may be brought.  The Merger and the              
transactions contemplated hereby have been duly authorized by         
Company's Board of Directors.                                         

3.4  CONSENTS AND APPROVALS; NO VIOLATION.  No filing or              
registration with, or authorization, declaration, consent or approval           
of, any domestic (federal and state), foreign, or supranational court,          
commission, governmental body, regulatory agency, authority or tribunal         
(each a "Governmental Entity") is required by or with respect to Company        
or any of its Subsidiaries in connection with the execution and delivery        
of this Agreement by Company or is necessary for the consummation of the        
Merger and the other transactions contemplated by this Agreement, except        
for (i) in connection, or in compliance, with the provisions of the             
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the           
"HSR Act"), the Securities Act of 1933, as amended (together with the           
rules and regulations promulgated thereunder, the "Securities Act"), and        
the Exchange Act, (ii) the filing of the Certificate of Merger with the         
Secretary of State of the State of Georgia and appropriate documents            
with the relevant authorities of other states in which Company or any of        
its Subsidiaries is qualified to do business, (iii) such filings and            
consents as may be required under any environmental, health or safety           
law or regulation pertaining to any notification, disclosure or required        
approval triggered by the Merger or by the transactions contemplated by         
this Agreement, (iv)  applicable requirements, if any, of state                 
securities or "blue sky" laws ("Blue Sky Laws") and the New York                

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Stock Exchange, (v) any consents, orders, authorizations, registrations,        
declarations, or filing as set forth on Schedule 3.4, and (vi) such             
            ------------
other consents, orders, authorizations, registrations, declarations and         
filings the failure of which to be obtained or made would not,                  
individually or in the aggregate, have a Material Adverse Effect on             
Company or prevent the consummation of any of the transactions                  
contemplated hereby.  Assuming that all consents, approvals,                    
authorizations and other actions described in this Section 3.4 have been        
obtained and all filings and obligations described in this Section 3.4          
have been made, and except as set forth in Schedule 3.4 (including the          
                  ------------
required consents, approvals, authorizations and other actions                  
identified therein), the execution and delivery of this Agreement do            
not, and the consummation of the transactions contemplated hereby  and          
compliance with the provisions hereof will not, result in any violation         
of, or default (with or without notice or lapse of time, or both) under,        
or give  to others a right of termination, cancellation or acceleration         
of any  obligation or the loss of a material benefit under, or result in        
the creation of any lien, security interest, charge or encumbrance upon         
any of the  properties or assets of Company or any of its Subsidiaries          
under, any  provision of (i) the Articles of Incorporation, as amended,         
or Bylaws, as amended, of Company, (ii) any provision of the comparable         
organizational documents of any of Company's Subsidiaries, (iii) any            
loan or credit agreement, note, bond, mortgage, indenture, lease or             
other agreement, instrument, permit, concession, franchise or license           
applicable to Company or any of its Subsidiaries or (iv) any judgment,          
order, decree, statute, law, ordinance, rule or regulation applicable to        
Company or any of its Subsidiaries or any of their respective properties        
or assets, other than, in the case of clauses (ii), (iii) or (iv) of            
this sentence, any such violations, defaults, rights, liens, security           
interests, charges or encumbrances that, individually or in the                 
aggregate, would not have a Material Adverse Effect on Company, or              
prevent the consummation of any of the transactions contemplated hereby.        

3.5  SEC DOCUMENTS AND OTHER REPORTS.  Company has filed all          
required documents, reports and Schedules with the SEC since December           
31, 1998 (the "Company SEC Documents").  As of their respective dates,          
the Company SEC Documents complied in all material respects with the            
requirements of the Securities Act or the Exchange Act, as the case may         
be, and, at the respective times they were filed, none of the Company           
SEC Documents contained any untrue statement of a material fact or              
omitted to state a material fact required to be stated therein or               
necessary to make the statements therein, in light of the circumstances         
under which they were made, not misleading.  Except as set forth in             
Schedule 3.5, the consolidated financial statements (including, in each         
------------                                                                    
case, any notes thereto) of Company included in the Company SEC                 
Documents complied as to form in all material respects with applicable          
accounting requirements and the published rules and regulations of the          
SEC with respect thereto, were prepared in accordance with generally            
accepted accounting principles (except as may be indicated therein or in        
the notes thereto) applied on a consistent basis during the periods             
involved (except as may be indicated therein or in the notes thereto)           
and fairly presented in all material respects the consolidated financial        
position of Company and its consolidated Subsidiaries as at the                 
respective dates thereof and the consolidated results of their                  
operations and their consolidated cash flows for the periods then ended         
(subject, in the case of unaudited statements, to normal year-end audit         
adjustments and to any other adjustments described therein).  Except as         
disclosed in Schedule 3.5, Company has not, since December 31, 1998,            
------------                                          
made any change in the accounting practices or policies applied in the          
preparation of financial statements.                                            

3.6  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as disclosed       
in Schedule 3.6, since September 30, 1999, (A) Company and its                  
------------                                                              
Subsidiaries have not incurred any material liability or obligation             
(indirect, direct or contingent), or entered into any material oral or          
written agreement or other transaction, that is not in the ordinary             
course of business or that would result in a Material Adverse Effect on         
Company, excluding any changes or effects resulting from this Agreement,        
the transactions contemplated hereby or the announcement thereof; (B)           
Company and its Subsidiaries have not sustained any loss or interference        
with their business or properties from fire, flood, windstorm, accident         
or other calamity (whether or not covered by insurance) that has had a          
Material Adverse Effect on Company; (C) there has been no material              
change in the consolidated indebtedness of Company and its Subsidiaries,        
and no dividend or distribution of any kind                                     

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declared, paid or made by Company on any class of its stock; and (D)            
there has been no other event causing a Material Adverse Effect on              
Company, excluding any changes or effects resulting from this Agreement,        
the transactions contemplated hereby or the announcement thereof.               

3.7  PERMITS AND COMPLIANCE.  Each of Company and its                 
Subsidiaries is in possession of all franchises, grants, authorizations,        
licenses, permits, easements, variances, exceptions, consents,                  
certificates, approvals and orders of any Governmental Entity necessary         
for Company or any of its Subsidiaries to own, lease and operate its            
properties or to carry on its business as it is now being conducted             
(collectively, the "Company Permits"), except where the failure to have         
any of the Company Permits would not, individually or in the aggregate,         
have a Material Adverse Effect on Company, and, as of the date of this          
Agreement, no suspension or cancellation of any of the Company Permits          
is pending or, to the Knowledge of Company (as defined in Section 9.10),        
threatened, except where the suspension or cancellation of any of the           
Company Permits would not, individually or in the aggregate, have a             
Material Adverse Effect on Company.  Neither Company nor any of its             
Subsidiaries is in default or violation of (A) its articles of                  
incorporation, bylaws or other organizational documents, (B) any                
applicable law, ordinance, administrative or governmental rule or               
regulation, or (C) any order, decree or judgment of any Governmental            
Entity having jurisdiction over Company or any of its Subsidiaries,             
except, in the case of clauses (A), (B), or (C), for any violations             
that, individually or in the aggregate, would not have a Material               
Adverse Effect on Company.  Except as set forth in Schedule 3.7, as of          
                                  ------------
the date of this Agreement, no event of default or event that, but for          
the giving of notice or the lapse of time or both, would constitute an          
event of default exists or, upon the consummation by Company of the             
transactions contemplated by this Agreement, will exist under any               
indenture, mortgage, loan agreement, note or other agreement or                 
instrument for borrowed money, any guarantee of any agreement or                
instrument for borrowed money or any lease, contractual license or other        
agreement or instrument to which Company or any of its Subsidiaries is a        
party or by which Company or any such Subsidiary is bound or to which           
any of the properties, assets or operations of Company or any such              
Subsidiary is subject, other than any defaults that, individually or in         
the aggregate, would not have a Material Adverse Effect on Company.             
Set forth in Schedule 3.7 is a description of any material changes to           
------------                                          
the amount and terms of the indebtedness of the Company and its                 
Subsidiaries as described in the Company's annual report on form 10-K           
filed for the year ended December 31, 1998 (the "Company Annual                 
Report").                                                                       

3.8  TAX MATTERS.                                                     

(a)  Tax Definitions.  For purposes of this Agreement, the  
---------------                                   
following definitions shall apply:                                    

 (i)  The term "Taxes" shall mean all taxes, however
denominated, including any interest, penalties or other     
additions to tax that may become payable in respect thereof,
imposed by any federal, territorial, state, local or foreign
government or any agency or political subdivision of any    
such government, which taxes shall include, without limiting
the generality of the foregoing, all income or profits taxes
(including, but not limited to, federal income taxes and    
state income taxes), payroll and employee withholding taxes,
unemployment insurance, social security taxes, sales and use
taxes, ad valorem taxes, excise taxes, franchise taxes,     
gross receipts taxes, business license taxes, occupation    
taxes, real and personal property taxes, stamp taxes,       
environmental taxes, transfer taxes, workers' compensation, 
Pension Benefit Guaranty Corporation premiums and other     
governmental charges, and other obligations of the same or  
of a similar nature to any of the foregoing, which a party  
is required to pay, withhold or collect.                    

   (ii) The term "Return" or "Tax Return" shall mean all
reports, estimates, declarations of estimated tax,          
information statements and returns relating to, or required 
to                                                          

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be filed in connection with, any Taxes, including           
information returns or reports with respect to backup       
withholding and other payments to third parties.            

(b)  Returns Filed and Taxes Paid.  Except as otherwise     
----------------------------                      
disclosed in Schedule 3.8(b), or except as would not have a           
---------------                             
Material Adverse Effect on Company:  (i) all Returns required to      
be filed by or on behalf of Company and each of its Subsidiaries      
have been duly filed on a timely basis and such Returns are           
correct, true, and complete; (ii) all Taxes shown to be payable on    
the Returns or on subsequent assessments with respect thereto have    
been paid in full on a timely basis, and no other Taxes are           
payable by Company or any of its Subsidiaries with respect to         
items or periods covered by such Returns or with respect to any       
taxable periods ending prior to the date of this Agreement; (iii)     
Company and each of its Subsidiaries have withheld and paid over      
all Taxes required to have been withheld and paid over, and           
complied with all information reporting and backup withholding        
requirements, including maintenance of required records with          
respect thereto, in connection with amounts paid or owing to any      
employee, creditor, independent contractor, or other third party;     
and (iv) there are no liens on any of the assets of Company or any    
of its Subsidiaries with respect to Taxes, other than liens for       
Taxes not yet due and payable.                                        

(c)  Tax Deficiencies; Audits; Statutes of Limitations.     
------------------------------------------------- 
Except as otherwise disclosed in Schedule 3.8(c), or except as        
           ---------------
would not have a Material Adverse Effect on Company:  (i) neither     
the Returns of Company nor any of its Subsidiaries have been          
audited by a government or taxing authority, nor is any such audit    
in process; (ii) no deficiencies exist or have been asserted          
(either in writing or verbally, formally or informally) or are        
expected to be asserted with respect to Taxes of Company or any of    
its Subsidiaries, and neither Company nor any of its Subsidiaries     
has received notice (either in writing or verbally, formally or       
informally) that it has not filed a Return or paid Taxes required     
to be filed or paid by it; (iii) neither Company nor any of its       
Subsidiaries is a party to any action or proceeding for assessment    
or collection of Taxes, nor has such event been asserted or           
threatened (either in writing or verbally, formally or informally)    
against Company or any of its Subsidiaries, or any of their           
respective assets; (iv) no waiver or extension of any statute of      
limitations is in effect with respect to Taxes or Returns of          
Company or any of its Subsidiaries; and (v) Company and each of       
its Subsidiaries have disclosed on their federal income tax           
returns all positions taken therein that could give rise to a         
substantial understatement penalty within the meaning of              
Section 6662 of the Internal Revenue Code (the "Code").               

(d)  Tax Sharing Agreements.  Except as otherwise disclosed 
----------------------                            
in Schedule 3.8(d), neither Company nor any of its Subsidiaries       
---------------                                                 
are a party to any tax sharing agreement, and (i) Company has         
never been a party to a tax sharing agreement, and (ii) to the        
Knowledge of Company, none of its Subsidiaries has ever been a        
party to any tax sharing agreement.                                   

3.9  ACTIONS AND PROCEEDINGS.  Except as set forth in                 
Schedule 3.9, there are no outstanding orders, judgments, injunctions,          
------------                                                                    
awards or decrees of any Governmental Entity against or involving               
Company or any of its Subsidiaries, or against or involving any of the          
present or former directors, officers, employees, consultants, agents or        
shareholders of Company or any of its Subsidiaries, as such, any of its         
or their properties, assets or business that, individually or in the            
aggregate, would have a Material Adverse Effect on Company.  Except as          
set forth on Schedule 3.9, as of the date of this Agreement, there are          
------------                                          
no actions, suits or claims or legal, administrative or arbitrative             
proceedings or investigations pending or, to the Knowledge of Company,          
threatened against or involving Company or any of its Subsidiaries or           
any of its or their present or former directors, officers, employees,           
consultants, agents or shareholders, as such, or any of its or their            
properties, assets or business that, individually or in the aggregate,          
would have a Material Adverse Effect on Company.  As of the date hereof,        
there are no actions, suits, labor disputes or other litigation, legal          
or administrative proceedings or governmental investigations pending or,        
to the Knowledge of Company,                                                    

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threatened against or affecting Company or any of its Subsidiaries or           
any of its or their present or former officers, directors, employees,           
consultants, agents or shareholders, as such, or any of its or their            
properties, assets or business relating to the transactions contemplated        
by this Agreement.                                                              

3.10 CERTAIN CHANGE IN CONTROL AGREEMENTS.  Schedule 3.10 sets        
                               -------------
forth a list of all agreements, arrangements, commitments and Employee          
Benefit Plans (as defined in Section 3.11), under which (i) any benefits        
will be increased, (ii) the vesting or funding of benefits will be              
accelerated, or (iii) amounts become immediately payable upon the               
occurrence of the transaction contemplated by this Agreement.                   

3.11 EMPLOYEE BENEFIT PLANS AND ARRANGEMENTS.                         

(a)  List of Plans and Arrangements.   Schedule 3.11(a)     
------------------------------    ----------------
sets forth a list of all agreements, arrangements, commitments,       
and policies (i) which relate to employee benefits; (ii) which        
pertain to present or former employees, retirees, directors or        
independent contractors (or their beneficiaries, dependents or        
spouses) of the Company; and (iii) which are currently or expected    
to be adopted, maintained by, sponsored by, or contributed to by      
the Company or any employer which, under Section 414 of the Code,     
would constitute a single employer with the Company (a "Company       
Affiliate") or as to which the Company or any Company Affiliate       
has any ongoing liability or obligation whatsoever (collectively,     
"Employee Benefit Plans"), including, but not limited to, all:        
(A) employee benefit plans as defined in Section 3(3) of the          
Employee Retirement Income Security Act of 1974, as amended           
("ERISA"); and (B) all other deferred compensation, incentive,        
profit-sharing, thrift, stock ownership, stock appreciation           
rights, bonus, stock option, stock purchase, welfare or vacation,     
or other nonqualified benefit plans or arrangements.                  

(b)  Compliance with ERISA and the Code.   Except as set    
----------------------------------                
forth on Schedule 3.11(b), to the Knowledge of the Company, the       
----------------                                    
Company and all Company Affiliates have complied with  their          
respective substantive obligations with respect to all Employee       
Benefit Plans (including, but not limited to, (i) filing or           
distributing all forms, reports or notices required by ERISA or       
the Code and (ii) complying with all requirements of Part 6 of        
ERISA and Code Section 4980B) and have maintained the Employee        
Benefit Plans in compliance with all applicable laws and              
regulations (including but not limited to ERISA and the Code),        
except where the failure to comply with such obligations would not    
result in a Material Adverse Effect on Company.  Each eligible        
Employee Benefit Plan has received a favorable determination          
letter from the Internal Revenue Service, and the Internal Revenue    
Service has not threatened or taken any action to revoke any          
favorable determination letter issued with respect to any such        
Employee Benefit Plan.                                                

(c)  Copies of Documents Provided to Acquisition Co.  The   
-----------------------------------------------   
Company has made available to Parent true, correct and complete       
copies of all documents relating to the Employee Benefit Plans        
that Parent  has requested, including, but not limited to: (i) all    
plan texts, amendments, trust instruments and other agreements        
adopted or entered into in connection with each of the Employee       
Benefit Plans; (ii) the notices and election forms used to notify     
employees and their dependents of their continuation coverage         
rights under the Company's group health plans (under Code Section     
4980B(f) and ERISA Section 606), if applicable; and (iii) the most    
recent Form 5500 annual reports, certified financial statements,      
actuarial reports, summary plan descriptions and favorable            
determination letters, if applicable, for Employee Benefit Plans.     
Since the date such documents were supplied to Parent, no plan        
amendments have been adopted, no changes to the documents have        
been made, and no such amendments or changes shall be adopted or      
made prior to the Closing Date without Parent's approval.             

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(d)  Agreements to Create, Continue or Terminate Plans.     
------------------------------------------------- 
Neither the Company nor any Company Affiliate has any agreement,      
arrangement, commitment or understanding, whether legally binding     
or not, to create any additional Employee Benefit Plan or to          
continue, modify, change in any material respect, or terminate any    
existing Employee Benefit Plan.                                       

(e)  Agency Review, Taxes and Fiduciary Liability.  None of 
--------------------------------------------      
the Employee Benefit Plans is currently under investigation, audit    
or review by the Department of Labor, the Internal Revenue Service    
or any other federal or state agency or is liable for any federal,    
state, local or foreign taxes.  To the best Knowledge of the          
Company, there is no transaction in connection with which the         
Company or any Company Affiliate could be subject to either a         
civil penalty assessed pursuant to ERISA Section 502, a tax           
imposed by Code Section 4975 or liability for a breach of             
fiduciary responsibility under ERISA.                                 

(f)  Claims Against Plans and Fiduciaries.  Except as set   
------------------------------------              
forth on Schedule 3.11(f), and other than routine claims for          
----------------                                    
benefits payable to participants or beneficiaries in accordance       
with the terms of the Employee Benefit Plans, there are no claims,    
pending or threatened, by any participant or beneficiary against      
any of the Employee Benefit Plans or any fiduciary of any of the      
Employee Benefit Plans.                                               

(g)  Defined Benefit and Multiemployer Plans.  To the       
---------------------------------------           
Knowledge of the Company, and except as set forth on Schedule         
                                            --------
3.11(g), neither the Company nor any Company Affiliate has at any     
-------                                                               
time maintained, sponsored or contributed to any "pension plan" as    
defined in ERISA Section 3(2) which is subject to Title IV of         
ERISA or contributed to any such pension plan which is a              
multiemployer plan as defined in ERISA Section 3(37)(A).              

3.12 COMPLIANCE WITH CERTAIN LAWS.  The properties,  assets and       
operations of Company and its Subsidiaries are in compliance  in all            
material respects with all applicable federal, state, local, and foreign        
laws, rules, and regulations, orders, decrees, judgments, permits and           
licenses relating to public and worker health and safety (collectively,         
"Worker Safety Laws") and the protection and cleanup of the environment         
and activities or conditions related thereto, including, without                
limitation, those relating to the generation, handling, disposal,               
transportation, or release of hazardous materials (collectively                 
"Environmental Laws"), except for any violations that, individually or          
in the aggregate, would not have a Material Adverse Effect on Company.          
With respect to such properties, assets and operations, including any           
previously owned, leased or operated properties, assets or operations,          
there are no past, present or reasonably anticipated future events,             
conditions, circumstances, activities, practices, incidents, actions or         
plans of Company or any of its Subsidiaries that may interfere with or          
prevent compliance or continued compliance in all material respects with        
applicable Worker Safety Laws and Environmental Laws, other than any            
such interference or prevention as would not, individually or in the            
aggregate with any such other interference or prevention, have a                
Material Adverse Effect on Company.  The term "hazardous materials"             
shall mean those substances that are regulated by, or form the basis for        
liability under, any applicable Environmental Laws.                             

3.13 LABOR MATTERS.  Neither Company nor any of its Subsidiaries      
is a party to any collective bargaining agreement or labor contract.            
Neither Company nor any of its Subsidiaries has engaged in any unfair           
labor practice with respect to any persons employed by or otherwise             
performing services primarily for Company or any of its Subsidiaries            
(the "Company Business Personnel"), and there is no unfair labor                
practice complaint or grievance against Company or any of its                   
Subsidiaries by the National Labor Relations Board or any comparable            
state agency pending or threatened in writing with respect to the               
Company Business Personnel, except where such unfair labor practice,            
complaint or grievance would not have a Material Adverse Effect on              
Company.  There is no labor strike, dispute, slowdown or stoppage               
pending or, to the Knowledge of Company, threatened against or affecting        
Company or any of its Subsidiaries which may interfere with the                 
respective business activities of Company or any of its Subsidiaries,           
except where such dispute, strike or work stoppage would not have a             
Material Adverse Effect on Company. There is no labor strike, dispute,          
slowdown or stoppage pending or, to the Knowledge of Company, threatened        
against or affecting Company or any of its Subsidiaries which may               

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interfere with the respective business activities of Company or any of          
its Subsidiaries, except where such dispute, strike or work stoppage            
would not have a Material Adverse Effect on Company.   To the Knowledge         
of Company, Company and all of its Subsidiaries are in compliance with          
all federal and state laws respecting employment and employment                 
practices, immigration, terms and conditions of employment, and wages           
and hours, except where noncompliance would not have a Material Adverse         
Effect on Company.  With respect to the employees of Company and/or its         
Subsidiaries, to the Knowledge of Company, no event has occurred and            
there exists no condition or set of circumstances in connection with            
which Company, or any of its Subsidiaries or any ERISA Affiliate of             
Company could be subject to any liability under any federal or state law        
handicap or disability discrimination law, any federal, state or local          
fair employment practices or nondiscrimination act, or any other                
applicable law which would have a Material Adverse Effect on Company.           

3.14 INTELLECTUAL PROPERTY.  Company and its Subsidiaries have        
all patents, trademarks, trade names, service marks, trade secrets,             
copyrights, and other proprietary intellectual property rights                  
(collectively, "Intellectual Property Rights") as are necessary to              
operate the business of the Company and its Subsidiaries, taken as a            
whole, except where the failure to have such Intellectual Property              
Rights would not have a Material Adverse Effect on Company. Neither             
Company nor any of its Subsidiaries has infringed any Intellectual              
Property Rights of any third party other than any infringements that,           
individually or in the aggregate, would have a Material Adverse Effect          
on Company.                                                                     

3.15 BROKERS.  No broker, investment banker or other person is        
entitled to any broker's, finder's or other similar fee or commission in        
connection with the transactions contemplated by this Agreement, other          
than Goldman, Sachs & Co. based upon arrangements made by or on behalf          
of Company.                                                                     

ARTICLE IV                  

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO.                  

Parent and Acquisition Co. hereby jointly and severally represent     
and warrant as of the date hereof to Company as follows:                        

4.1  ORGANIZATION, STANDING AND POWER.  Each of Parent and            
Acquisition Co. is a corporation duly organized, validly existing and in        
good standing under the laws of the State of Colorado and Georgia,              
respectively, and has the requisite corporate power and authority to            
carry on its business as now being  conducted.  Each of Subsidiary of           
Parent is duly organized, validly existing and in good standing under           
the laws of the jurisdiction in which it is organized and has the               
requisite corporate (in the case of a Subsidiary that is a corporation)         
or other power and authority to carry on its business as now being              
conducted, except where the failure to be so organized, existing or in          
good standing or to have such power or authority would not, individually        
or in the aggregate, have a Material Adverse Effect on Parent.  Except          
as set forth on Schedule 4.1, Parent and each of its Subsidiaries are           
------------                                    
duly qualified to do business, and are in good standing, in each                
jurisdiction where the character of their properties owned or held under        
lease or the nature of their activities makes such qualification                
necessary, except where the failure to be so qualified would not,               
individually or in the aggregate, have a Material Adverse Effect on             
Parent.                                                                         

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4.2  AUTHORITY.                                                       

(a)  The respective Boards of Directors of Parent and       
Acquisition Co. have, on or prior to the date of this Agreement at    
a meeting duly called and held and not subsequently rescinded or      
modified in any way, (i) adopted this Agreement in accordance with    
the GBCC (ii) resolved to recommend the approval of this Agreement    
to their respective shareholders, and (iii) directed that this        
Agreement be submitted to their respective shareholders for           
approval.                                                             

(b)  Each of Parent and Acquisition Co. has all requisite   
corporate power and authority to enter into this Agreement and to     
consummate the transactions contemplated hereby. The execution and    
delivery of this Agreement by Parent and Acquisition Co. and the      
consummation by Parent and Acquisition Co. of the transactions        
contemplated hereby have been duly authorized by all necessary        
corporate action on the part of Parent and Sub, subject to the        
filing of appropriate Merger documents as required by the GBCC.       
This Agreement has been duly executed and delivered by Parent and     
Acquisition Co. and (assuming the valid authorization, execution      
and delivery of this Agreement by Company) this Agreement             
constitutes the valid and binding obligation of Parent and            
Acquisition Co. enforceable against each of them in accordance        
with its terms, except in all cases as such enforceability may be     
limited by applicable bankruptcy, insolvency, reorganization,         
receivership, conservatorship, moratorium or similar laws             
affecting the enforcement of creditor's rights generally and          
except that the availability of the equitable remedy of specific      
performance or injunctive relief is subject to the discretion of      
the court before which any proceeding may be brought.  The Merger     
and the transactions contemplated hereby have been duly authorized    
by Parent's Board of Directors and Acquisition Co.'s Board of         
Directors.                                                            

4.3  CONSENTS AND APPROVALS; NO VIOLATION.  No filing or              
registration with, or authorization, declarations, consent or approval          
of a Governmental Entity is required by or with respect to Parent or any        
of its Subsidiaries in connection with the execution and delivery of            
this Agreement by Parent or Acquisition Co. or is necessary for the             
consummation of the Merger and the other transactions contemplated by           
this Agreement, except for (i) in connection, or in compliance, with the        
provisions of the HSR Act, the Securities Act and the Exchange Act, (ii)        
the filing of the Articles of Merger with the Secretary of State of the         
State of Georgia, (iii) such filings and consents as may be required            
under any environmental, health or safety law or regulation pertaining          
to any notification, disclosure or required approval triggered by the           
Merger or by the transactions contemplated by this Agreement, (iv)              
applicable requirements, if any, of Blue Sky Laws and the New York Stock        
Exchange, (v) any consents, orders, authorizations, registrations,              
declarations, or filings set forth on Schedule 4.3, and (vi) such other         
        ------------
consents, orders, authorizations, registrations, declarations and               
filings, the failure of which to be obtained or made would not,                 
individually or in the aggregate, have a Material Adverse Effect on             
Parent or the Company, or prevent the consummation of any of the                
transactions contemplated hereby.  Assuming that all consents,                  
approvals, authorizations and other actions described in this                   
Section 4.3 have been obtained and all filings and obligations described        
in this Section 4.3 have been made, and except as set forth in                  
Schedule 4.3 (including the required consents, approvals, authorizations        
------------                                                                    
and other actions identified therein), the execution and delivery of            
this Agreement do not, and the consummation of the transactions                 
contemplated hereby and compliance with the provisions hereof will not,         
result in any violation of, or default (with or without notice or lapse         
of time, or both) under, or give to others a right of termination,              
cancellation or acceleration of any obligation or the loss of a material        
benefit under, or result in the creation of any lien, security interest,        
charge or encumbrance upon any of the properties or assets of Parent or         
any of its Subsidiaries under, any provision of (i) the Articles of             
Incorporation or Bylaws of Parent, (ii) any provision of the comparable         
charter or organization documents of any of Parent's Subsidiaries, (iii)        
any loan or credit agreement, note, bond, mortgage, indenture, lease or         
other agreement, instrument, permit, concession, franchise or license           
applicable to Parent or any of its Subsidiaries or (iv) any judgment,           
order, decree, statute, law, ordinance, rule or regulation applicable to        
Parent or any of its Subsidiaries or any of their                               

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respective properties or assets, other than, in the case of clauses             
(ii), (iii) or (iv) of this sentence, any such violations, defaults,            
rights, liens, security interests, charges or encumbrances that,                
individually or in the aggregate, would not have a Material Adverse             
Effect on Parent, or prevent the consummation of any of the transactions        
contemplated hereby.                                                            

4.4  ACCURACY OF STATEMENTS AND SEC DOCUMENTS.  None of the           
information supplied or to be supplied by Parent or Acquisition Co., or         
any of their officers, directors, employees, representatives or agents          
for inclusion or incorporation by reference in the Offer Documents or           
the Schedule 14D-9, including any amendments or supplements thereto,            
will at the respective times they are filed with the SEC or first               
published or sent or given to the Company's shareholders, contain any           
statement which, at such time and in light of the circumstances under           
which it is made, is false or misleading with respect to any material           
fact, or omit to state any material fact necessary in order to make the         
statements therein not false or misleading.  The Offer Documents and any        
amendments or supplements thereto will comply in all material respects          
with the applicable provisions of the Exchange Act and all other                
documents that Parent or any of its subsidiaries or affiliates  is              
responsible for filing with any regulatory authority in connection with         
the Transactions will comply as to form in all material respects with           
the provisions of applicable law.  None of the required documents,              
reports or schedules filed by Parent with the SEC in the last three             
years contained any untrue statement of a material fact or omitted to           
state a material fact required to be stated therein or necessary to make        
the statements therein, in light of the circumstances under which they          
were made, not misleading.                                                      

4.5  FINANCING.  Parent has, or will have prior to the Effective      
Time, sufficient cash, available lines of credit or other sources of            
immediately available funds to enable it to make the aggregate cash             
payment required to be paid pursuant to Article II of this Agreement.           

ARTICLE V                   

COVENANTS RELATING TO CONDUCT OF BUSINESS                   

5.1  CONDUCT OF BUSINESS PENDING THE MERGER.                          

(a)  Actions by the Company.  Except as expressly permitted 
----------------------                            
by  clauses (i) through (x) of this Section 5.1(a) or as otherwise    
expressly permitted by this Agreement, during the period from the     
date of this Agreement through the Effective Time, the Company        
shall, and  shall cause each of its Subsidiaries to, in all           
material respects, carry on its business in the ordinary course of    
its business as currently conducted and, to the extent consistent     
therewith, use reasonable best efforts to preserve intact its         
current business organizations, keep available the services of its    
current officers and employees and preserve its relationships with    
customers, suppliers and others having business dealings with it      
to the end that its goodwill and ongoing business shall be            
unimpaired at the Effective Time.  Without limiting the generality    
of the foregoing, and except as otherwise expressly contemplated      
by this Agreement, the Company shall not, and shall not permit any    
of its Subsidiaries to, without the prior written consent of          
Parent:                                                               

  (i)  (A) Declare, set aside or pay any dividends on,
or make any other actual, constructive or deemed            
distributions in respect of, any of its capital stock, or   
otherwise make any payments to its shareholders in their    
capacity as such (other than dividends and other            
distributions by Subsidiaries), (B) other than in the case  
of any Subsidiary, split, combine or reclassify any of its  
capital stock or issue or authorize the issuance of any     
other securities in respect of, in lieu of or in            
Substitution for shares of its capital stock or (C)         
purchase, redeem, or otherwise acquire any shares of capital
stock of the Company or any other                           

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securities thereof or any rights, warrants or options to    
acquire any such shares or other securities;                

(ii)   Issue, deliver, sell, pledge, dispose of or
otherwise encumber any shares of its capital stock, any     
other voting securities or equity equivalent or any         
securities convertible into, or any rights, warrants or     
options to acquire any such shares, voting securities,      
equity  equivalent or convertible securities, other than (A)
the issuance of shares of Company Common Stock upon the     
exercise of Company Options outstanding on the date of this 
Agreement in accordance with their current terms, or (B) the
issuance by any wholly-owned Subsidiary of the Company of   
its capital stock to the Company or another wholly-owned    
Subsidiary of the Company;                                  

   (iii)  Amend its Articles of Incorporation or Bylaws;

     (iv)   Sell, lease or otherwise dispose of, or agree to
sell, lease or otherwise dispose of, any of its assets,     
other than transactions that are in the ordinary course of  
business consistent with past practice and not material to  
the Company and its Subsidiaries taken as a whole;          

(v)    Incur any indebtedness for borrowed money, 
guarantee any such indebtedness or make any loans, advances 
or capital contributions to, or other investments in, any   
other person, other than (A) in the ordinary course of      
business consistent with past practices and (B)             
indebtedness, loans, advances, capital contributions and    
investments between the Company and any of its Subsidiaries 
or between any of such Subsidiaries;                        

        (vi)   Alter (through merger, liquidation, reorganization,
  restructuring or in any other fashion) the corporate structure
    or ownership of the Company or enter into any binding commitment
to do so;                                                   

 (vii)  Except as set forth on Schedule 5.1(a)(vii),
                              --------------------
enter into or adopt, or amend any existing, severance plan, 
agreement or arrangement or enter into or amend any Employee
Benefit Plan or employment or consulting agreement, other   
than as required by law or in the ordinary course of        
business;                                                   

  (viii) Except as set forth in Schedule 5.1(a)(viii),
                               ---------------------
 increase the compensation payable or to become payable to its
officers or employees, except for increases in the ordinary 
   course of business consistent with past practice in salaries or
wages of officers or employees of the Company or any of its 
     Subsidiaries, or enter into any employment or severance agreement
with any director or officer of the Company or any of its   
    Subsidiaries, or establish, adopt, enter into, or, except as may
         be required to comply with applicable law, any new  labor, collective
          bargaining, bonus, profit sharing, thrift, compensation, stock option,
 restricted stock, pension, retirement, deferred compensation,
          severance or other plan, agreement, trust, fund, policy or arrangement
for the benefit of any director, officer or employees;      

   (ix)   Knowingly violate or knowingly fail to perform
any material obligation or duty imposed upon it or any      
Subsidiary by any applicable material federal, state or     
local law, rule, regulation, guideline or ordinance;        

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(x)  Authorize, recommend, propose or announce an 
intention to do any of the foregoing, or enter into any     
contract, agreement, commitment or arrangement to do any of 
the foregoing.                                              

(b)  Actions by Parent.  During the period from the date of 
-----------------                                 
this Agreement through the Effective Time, Parent shall, and shall    
cause each of its Subsidiaries to, in all material respects carry     
on its business in the ordinary course of its business as             
currently conducted and, to the extent consistent therewith, use      
reasonable best efforts to preserve intact its current business       
organizations, keep available the services of its current officers    
and employees and preserve its relationships with customers,          
suppliers and others having business dealings with it to the end      
that its goodwill and ongoing business shall be unimpaired at the     
Effective Time. Parent will not take any action that  adversely       
affects or is reasonably likely to adversely affect the Merger and    
the consummation of the transactions contemplated by this             
Agreement.                                                            

5.2  NO SOLICITATION.                                                 

(a)  The Company agrees that, from and after the date       
hereof, except with respect to the transactions contemplated by       
this Agreement, it shall not, and shall not cause, authorize or       
permit its Subsidiaries or any of its officers, directors, agents,    
attorneys, accountants, advisors, affiliates and other                
representatives, or those of any of its Subsidiaries to, solicit,     
participate in, or encourage inquiries or proposals with respect      
to, or engage in any negotiations concerning, or provide any          
confidential information to, or have any discussions or               
negotiations with, any person relating to, any "Company Takeover      
Proposal" (as such term is defined in Section 5.2(b)); provided,      
                                                --------
however, that the Company shall be permitted (i) to the extent        
-------                                                               
applicable, to comply with Rule 14d-9 and Rule 14e-2 promulgated      
under the Exchange Act, and (ii) subject to subsection 5.2(c)         
below, engage in discussions or negotiations with, or furnish         
information concerning the Company and its Subsidiaries, business,    
properties or assets to, any third party which makes a Superior       
Proposal if the Board of Directors of the Company concludes in        
good faith after conferring with independent legal counsel and its    
financial advisors that such action is necessary in order to meet     
its fiduciary duties under applicable law.  The Company shall         
promptly (within 24 hours) advise Parent following the receipt by     
the Company of any Company Takeover Proposal and the material         
terms thereof (including the identity of the person making such       
Company Takeover Proposal), and advise Parent of any developments     
with respect to such Company Takeover Proposal immediately upon       
the occurrence thereof.                                               

(b)  "Company Takeover Proposal" means any tender offer or  
exchange offer, proposal for a merger, consolidation or other         
business combination involving the Company or any of its              
Subsidiaries or any proposal or offer to acquire in any manner a      
substantial equity interest in, or a substantial portion of the       
assets of, the Company or any of its Subsidiaries, other than by      
the transactions contemplated under, or otherwise permitted by,       
this Agreement.  For purposes of this Agreement, "Superior            
Proposal" means any Company Takeover Proposal, the terms of which     
the Board of Directors of the Company determines in its good faith    
judgment to be a superior financial alternative to the Company's      
shareholders when compared as a whole with the transactions           
contemplated by this Agreement and for which financing, to the        
extent required, is then committed or which, in the good faith        
judgment of the Company's Board of Directors after consulting with    
its financial advisor, is reasonably likely to be obtained.           

(c)  Upon making the determination described in paragraphs  
(a)(ii) and (b) of this Section 5.2 with respect to a Superior        
Proposal, and prior to engaging in discussions or negotiations        
with, or furnishing information concerning the Company and its        
Subsidiaries, business, properties                                    

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or assets to, any third party in connection with such Superior        
Proposal in accordance with paragraph (a)(ii) of this Section 5.2,    
the Board of Directors of the Company shall provide not less than     
five (5) days prior written notice to Parent of such                  
determination, which notice shall include a description of such       
Superior Proposal in reasonable detail for the purpose of             
permitting Acquisition Co. and Parent to evaluate such Superior       
Proposal.                                                             

5.3  ACCESS; COOPERATION.  Company shall allow Parent,                
Acquisition Co., their lender, and their respective authorized                  
representatives, during ordinary business hours, access to examine all          
documents, records, reports, books, or files maintained by Company or           
its representatives, including but not limited to access to Company's           
financial records, auditor's work papers, or other such documents as may        
be reasonably requested by Parent; provided, however, that all such             
requests shall be made through the Chief Executive Officer of Company or        
his designee.  In addition, Company shall promptly provide Parent - to          
the attention of Gerald F. Mahoney - with copies of all management              
reports normally provided to the Company's Chief Executive Officer.             

ARTICLE VI                  

ADDITIONAL AGREEMENTS                   

6.1  SHAREHOLDERS' MEETING.                                           

(a)  If required by applicable law, the Company shall duly  
take all lawful action to call, give notice of, convene and hold a    
meeting of its shareholders (the "Shareholder Meeting") promptly      
as practicable after the acceptance for payment and purchase of       
the Shares by Acquisition Co. pursuant to the Stock Offer for the     
purpose of considering, voting upon, and obtaining the vote           
required by law and the Articles of Incorporation of the Company      
with respect to the approval of this Agreement, and the               
transactions contemplated hereby (the "Company Required Vote").       

(b)  The Company  will (i) through its Board of Directors,  
recommend to its shareholders approval of the matters described in    
Section 6.1(a) above, and (ii)  take all lawful action to solicit     
the adoption of this Agreement by the Company Required Vote;          
provided, however, the Company shall not be required to make such     
recommendation or take such action if the Board of Directors of       
this Company shall take any of the actions described in Section       
1.2(c).                                                               

(c)  Parent shall vote, or cause to be voted, all of the    
Shares then owned by it, Acquisition Co. or any other Parent          
Subsidiary in favor of the approval of the Merger and the approval    
and adoption of this Agreement.                                       

6.2  MERGER WITHOUT MEETING OF SHAREHOLDERS.  Notwithstanding the     
provisions of Section 6.1, in the event that Parent, Acquisition Co. and        
any other Parent Subsidiary shall acquire in the aggregate at least 90%         
of the outstanding Shares of Company Common Stock, pursuant to the Stock        
Offer or otherwise, the parties hereto shall, at the request of Parent          
and subject to the provisions of Article 6, take all necessary and              
appropriate action to cause a  merger between Parent and Company and for        
such merger to become effective as soon as practicable after such               
acquisition, without a meeting of shareholders of Company, all in               
accordance with the GBCC.                                                       

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6.3  FEES AND EXPENSES.  Parent shall pay all HSR Act filing fees     
and printing expenses of the parties.  Except as provided in this               
Section 6.3, whether or not the Merger is consummated, all costs and            
expenses incurred in connection with this Agreement and the transactions        
contemplated hereby including, without limitation, the fees and                 
disbursements of counsel, financial advisors and accountants, shall be          
paid by the party incurring such costs and expenses.                            

6.4  PAYMENT IN RESPECT OF EQUITY RIGHTS.  As soon as practicable     
after the date of this Agreement, the Board of Directors of Company (or         
if appropriate, any committee administering the Company's Employee              
Benefit Plans) shall adopt such resolutions or take such other actions          
as are required to adjust the terms of all outstanding employee stock           
options or other rights to purchase shares of Company Common Stock              
("Company Options") to provide that each Company Options outstanding            
immediately prior to the acceptance for payment of Shares pursuant to           
the Stock Offer shall be canceled in exchange for a cash payment from           
the Company of an amount equal to (i) the excess, if any, of (x) the            
price per Share to be paid pursuant to the Stock Offer over (y) the             
exercise or conversion price per Share of such Company Options,                 
multiplied by (ii) the number of Shares for which such Company Options          
shall not theretofore have been exercised (the "Option Consideration").         
At the Effective Time, each holder of a then-outstanding Company                
Options, whether or not then exercisable, shall in settlement thereof,          
receive for each share of Company Common Stock subject to such Company          
Options an amount (subject to any applicable withholding tax) in cash           
equal to the difference between the Stock Offer Price and the per share         
exercise price of such Company Options to the extent such difference is         
a positive number.  Prior to the Effective Time, Company shall use its          
best efforts to obtain all necessary Consents or releases from holders          
of Company Options, to the extent required by the terms of the plans or         
agreements governing such Company Options, as the case may be, or               
pursuant to the terms of any Company Options granted thereunder, and            
take all such other lawful action as may be necessary to give effect to         
the transactions contemplated by this Section 6.4 (except for such              
action that may require the approval of Company's shareholders).  Except        
as otherwise agreed to by Parent or Acquisition Co. and Company, Company        
shall take all action necessary to ensure that (i) the provisions of any        
plan, program or arrangement providing for the issuance or grant of any         
interest in respect of the capital stock of Company or any Company              
Subsidiary, shall be canceled as of the Effective Time, and                     
(ii) following the Effective Time, (1) no participant in any plans,             
programs or arrangements shall have any right thereunder to acquire             
equity securities of Company, the Surviving Corporation or any                  
Subsidiary thereof and all such plans shall have been terminated, and           
(2)  Company will not be bound by any Company Options which would               
entitle any person to own any capital stock of Company, the Surviving           
Corporation or any Subsidiary thereof.                                          

6.5  REASONABLE BEST EFFORTS.                                         

(a)  Upon the terms and subject to the conditions set forth 
in this Agreement, each of the parties agrees to use reasonable       
best efforts to take, or cause to be taken, all actions, and to       
do, or cause to be done, and to assist and cooperate with the         
other parties in doing, all things necessary, proper or advisable     
to consummate and make effective, in the most expeditious manner      
practicable, the Merger and the other transactions contemplated by    
this Agreement, including, but not limited to: (i) the obtaining      
of all necessary actions or non-actions, waivers, consents and        
approvals from all Governmental Entities and the making of all        
necessary registrations and filings (including filings with           
Governmental Entities) and the taking of all reasonable steps as      
may be necessary to obtain an approval or waiver from, or to avoid    
an action or proceeding by, any Governmental Entity (including        
those in connection with the HSR Act, (ii) the obtaining of all       
necessary consents, approvals or waivers from third parties, (iii)    
the defending of any lawsuits or other legal proceedings, whether     
judicial or administrative, challenging this Agreement or the         
consummation of the transactions contemplated hereby, including       
seeking to have any stay or temporary restraining order entered by    
any court or other Governmental Entity vacated or reversed, and       
(iv) the execution and delivery of any additional instruments         
necessary to consummate the transactions contemplated by this         

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Agreement.  No party to this Agreement shall consent to any           
voluntary delay of the consummation of the Merger at the behest of    
any Governmental Entity without the consent of the other parties      
to this Agreement, which consent shall not be unreasonably            
withheld.  Parent hereby guarantees Acquisition Co.'s performance     
hereunder, and waives any defenses which Parent may have or           
hereafter acquire with respect to such guaranty obligations.          

(b)  Each party shall use all reasonable best efforts to    
not take any action, or enter into any transaction, which would       
cause any of its representations or warranties contained in this      
Agreement to be untrue or result in a breach of any covenant or       
agreement made by it in this Agreement.                               

6.6  PUBLIC ANNOUNCEMENTS.  Parent and the Company will not issue     
any press release with respect to the transactions contemplated by this         
Agreement or otherwise issue any written public statements with respect         
to such transactions other than upon mutual agreement and cooperation           
with the other party, except as may be required by applicable law or by         
obligations pursuant to any listing agreement with any national                 
securities exchange.  Parent and the Company also agree to reasonably           
cooperate regarding any written communications which relate to the              
transactions contemplated by this Agreement made to their employees             
during the period from the date hereof until the Effective Time.                

6.7  STATE TAKEOVER LAWS.  If any "fair price," "business             
combination," "control share acquisition," or "greenmail" statute or            
other similar statute or regulation shall become applicable to the              
transactions contemplated hereby, Parent and the Company and their              
respective Boards of Directors shall use their reasonable best efforts          
to obtain or grant such approvals and take such actions as are necessary        
so that the transactions contemplated hereby may be consummated as              
promptly as practicable on the terms contemplated hereby and otherwise          
act to minimize the effects of any such statute or regulation on the            
transactions contemplated hereby.                                               

6.8  NOTIFICATION OF CERTAIN MATTERS.  Parent shall use its           
reasonable best efforts to give prompt notice to the Company, and the           
Company shall use its reasonable best efforts to give prompt notice to          
Parent, of: (i) the occurrence, or non-occurrence, of any material event        
the occurrence, or non-occurrence, of which it is aware and which would         
be reasonably likely to cause (x) any representation or warranty                
contained in this Agreement to be untrue or inaccurate in any material          
respect or (y) any covenant, condition or agreement contained in this           
Agreement not to be complied with or satisfied in all material respects,        
(ii) any failure of Parent or the Company, as the case may be, to comply        
in a timely manner with or satisfy any covenant, condition or agreement         
to be complied with or satisfied by it hereunder or (iii) any change or         
event which would be reasonably likely to have a Material Adverse Effect        
on Parent or the Company, as the case may be; provided, however, that           
the delivery of any notice pursuant to this Section 6.10 shall not limit        
or otherwise affect the remedies available hereunder to the party               
receiving such notice.                                                          

6.9  RESIGNATION OF DIRECTORS.  The Company shall cause each          
director of the Company to resign as a director of the Company effective        
immediately after the Effective Time.                                           

6.10 INDEMNIFICATION; DIRECTORS AND OFFICERS INSURANCE.  From and     
after the Effective Time, Parent agrees not to, and agrees to cause the         
Surviving Corporation not to, take any action nor permit any action to          
be taken which would have the effect of eliminating or impairing the            
rights of current or former officers and the directors of the Company to        
be indemnified for actions taken by such officers or directors in such          
capacities prior to the Effective Time so long as such indemnification          
would have been available to such parties at such time in accordance            
with the respective Bylaws and Articles of Incorporation of the Company,        
as the case may be, and applicable law.  Parent further agrees to fund          
all such indemnification obligations of the Surviving Corporation as            
they relate to such matters.  For a period of six years from the                

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Effective Time, Parent further agrees to cause the Surviving Corporation        
to provide the Company's current directors and officers an insurance and        
indemnification policy that provides coverage for events occurring prior        
to the Effective Time (the "D&O Insurance") that is no less favorable           
than the Company's existing policy or, if substantially equivalent              
insurance coverage is unavailable, the best available coverage.                 

ARTICLE VII                   

CONDITIONS PRECEDENT TO THE MERGER                  

7.1  CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.      
The respective obligations of each party to effect the Merger shall be          
Subject to the fulfillment at or prior to the Effective Time of the             
following conditions:                                                           

(a)  HSR and Other Approvals.                               
-----------------------                           

 (i)  The waiting period (and any extension thereof)
applicable to the consummation of the Merger under the HSR  
Act shall have expired or been terminated.                  

(ii) All authorizations, consents, orders,        
declarations or approvals of, or filings with, or           
terminations or expirations of waiting periods imposed by,  
any Governmental Entity, which the failure to obtain, make  
or occur would have the effect of making the Merger or any  
of the transactions contemplated hereby illegal or would    
have a Material Adverse Effect on Parent (assuming the      
Merger had taken place), shall have been obtained, shall    
have been made or shall have occurred.                      

(b)  No Order.  No court or other Governmental Entity       
--------                                          
having jurisdiction over the Company or Parent, or any of their       
respective Subsidiaries, shall have enacted, issued, promulgated,     
enforced or entered any law, rule, regulation, executive order,       
decree, injunction or other order (whether temporary, preliminary     
or permanent) which is then in effect and has the effect of making    
the Merger or any of the transactions contemplated hereby illegal.    

(c)  Purchase of Shares in Stock Offer.  Parent, Acquisition
---------------------------------                 
Co. and their affiliates shall have purchased not less than a majority
of the Fully Diluted Shares pursuant to the Stock Offer, except that  
this condition shall not apply if Parent, Acquisition Co. or their    
affiliates shall have failed to purchase Shares pursuant to the Stock 
Offer in breach of their obligations under this Agreement.            

7.2  CONDITIONS TO OBLIGATION OF THE COMPANY TO EFFECT THE            
MERGER.  The obligation of the Company to effect the Merger shall be            
subject to the fulfillment at or prior to the Effective Time of the             
following additional conditions:                                                

(a)  Performance of Obligations; Representations and        
-----------------------------------------------   
Warranties.  Each of Parent and Acquisition Co. shall have            
----------                                                            
performed in all material respects each of its agreements             
contained in this Agreement required to be performed on or prior      
to the Effective Time, each of the representations and warranties     
of Parent and Acquisition Co. contained in this Agreement that is     
qualified by materiality shall be true and correct on and as of       
the Effective Time as if made on and as of such date (other than      
representations and warranties which address matters only as of a     
certain date which shall be true and correct as of such certain       
date) and each of the representations and warranties that is not      
so qualified shall be true and correct in all material respects on    
and as of the Effective Time as if made on and as of such date        
(other than representations and warranties which address matters      
only                                                                  

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as of a certain date which shall be true and correct in all           
material respects as of such certain date), in each case except as    
contemplated or permitted by this Agreement, and the Company shall    
have received a certificate signed on behalf of each of Parent and    
Acquisition Co. by its Chief Executive Officer and its Chief          
Financial Officer to such effect.                                     

(b)  Exchange Agent Certification.  The Exchange Agent      
----------------------------                      
shall have delivered to the Company a certificate, dated as of the    
Effective Time, to the effect that Parent has deposited with the      
Exchange Agent sufficient funds to pay the aggregate cash payments    
required to be paid pursuant to Section 2.5(b).                       

7.3  CONDITIONS TO OBLIGATIONS OF PARENT AND ACQUISITION CO. TO       
EFFECT THE MERGER.  The obligations of Parent and Acquisition Co. to            
effect the Merger shall be subject to the fulfillment at or prior to the        
Effective Time of the following additional conditions:                          

(a)  Performance of Obligations; Representations and        
-----------------------------------------------   
Warranties.  The Company shall have performed in all material         
----------                                                            
respects each of its agreements contained in this Agreement           
required to be performed on or prior to the Effective Time, each      
of the representations and warranties of the Company contained in     
this Agreement that is qualified by materiality shall be true and     
correct on and as of the Effective Time as if made on and as of       
such date (other than representations and warranties which address    
matters only as of a certain date which shall be true and correct     
as of such certain date) and each of the representations and          
warranties that is not so qualified shall be true and correct in      
all material respects on and as of the Effective Time as if made      
on and as of such date (other than representations and warranties     
which address matters only as of a certain date which shall be        
true and correct in all material respects as of such certain          
date), in each case except as contemplated or permitted by this       
Agreement, and Parent shall have received a certificate signed on     
behalf of the Company by its Chief Executive Officer and its Chief    
Financial Officer to such effect.                                     

ARTICLE VIII                  

TERMINATION, AMENDMENT AND WAIVER                   

8.1  TERMINATION.  This Agreement may be terminated at any time       
prior to the Effective Time, whether before or after any approval of the        
matters presented in connection with the Merger by the shareholders of          
the Company or Parent:                                                          

(a)  by mutual written consent of Parent and the Company;   

(b)  by either Parent or the Company, if the other party    
shall have failed to comply in any material respect with any of       
its covenants or agreements contained in this Agreement required      
to be complied with prior to the date of such termination, which      
failure to comply has not been cured within five business days        
following receipt by such other party of written notice of such       
failure to comply; provided, however, that if any such breach is      
curable by the breaching party through the exercise of the            
breaching party's best efforts and for so long as the breaching       
party shall be so using its best efforts to cure such breach, the     
non-breaching party may not terminate this Agreement pursuant to      
this paragraph;                                                       

(c)  by either Parent or the Company, if there has been (i) 
a breach by the other party (in the case of Parent, including any     
material breach by Acquisition Co.) of any representation or          
warranty that is not qualified as to materiality which has the        
effect of making such representation                                  

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or warranty not true and correct in all material respects or (ii)     
a breach by the other party (in the case of Parent, including any     
material breach by Acquisition Co.) of any representation or          
warranty that is qualified as to materiality, in each case which      
breach has not been cured within five business days following         
receipt by the breaching party of written notice of the breach;       
provided, however, that if any such breach is curable by the          
breaching party through the exercise of the breaching party's best    
efforts and for so long as the breaching party shall be so using      
its best efforts to cure such breach, the nonbreaching party may      
not terminate this Agreement pursuant to this paragraph;              

(d)  by Parent or the Company, if any court or other        
Governmental Entity having jurisdiction over a party hereto shall     
have issued an order, decree or ruling or taken any other action      
permanently enjoining, restraining or otherwise prohibiting the       
transactions contemplated by this Agreement and such order,           
decree, ruling or other action shall have become final and            
nonappealable;                                                        

(e)  by Parent or the Company, if the shareholders of the   
Company are required by law to but do not approve this Agreement      
and the transactions contemplated hereby at the Shareholder           
Meeting or any adjournment or postponement thereof;                   

(f)  by the Company, if the Board of Directors of the       
Company shall have determined, after conferring with its              
independent legal counsel, that it is necessary to approve,           
endorse or recommend a Superior Proposal to the Company's             
shareholders in order to meet its fiduciary duties under              
applicable law;                                                       

(g)  by Parent or the Company, if: (i) the Stock Offer      
shall have expired without the Minimum Tender Condition being met     
or (ii) Acquisition Co. shall not have accepted for payment all       
Shares tendered pursuant to the Stock Offer by July 13, 2000;         
provided, however, that the right to terminate this Agreement         
under this Section 8.1(g) shall not be available to any party         
whose failure to fulfill any obligation under this Agreement has      
been the cause of, or resulted in, the failure of Parent or           
Acquisition Co., as the case may be, to purchase the Shares           
pursuant to the Stock Offer on or prior to such date; or              

(h)  by Parent upon the occurrence of any event set forth   
in paragraph (c) of Section 1.2.                                      

(i)  by Parent, in the event that Company has notified      
Parent of the existence of a Superior Proposal as contemplated by     
Section 5.2(c) and Company has failed to notify Parent that it has    
rejected such Superior Proposal within ten days of the date of        
such notice.                                                          

The right of any party hereto to terminate this Agreement pursuant    
to this Section 8.1 shall remain operative and in full force and effect         
regardless of any investigation made by or on behalf of any party               
hereto, any person controlling any such party or any of their respective        
officers or directors, whether prior to or after the execution of this          
Agreement.                                                                      

8.2  EFFECT OF TERMINATION.  In the event of termination of this      
Agreement by either Parent or the Company, as provided in Section 8.1,          
this Agreement shall forthwith become void and there shall be no                
liability hereunder on the part of the Company, Parent, Acquisition Co.         
or their respective officers or directors (except for Section 6.3 and           
Article IX, which shall survive the termination); provided, however,            
that nothing contained in this Section 8.2 shall relieve any party              
hereto from any liability for any willful breach of a representation or         
warranty contained in this Agreement or the breach of any covenant              
contained in this Agreement; provided further, that, upon termination of        
this Agreement (x) by Parent or Company pursuant to paragraphs (e), (f)         
or (h) of Section 8.1, or (y) by Parent pursuant to paragraph (i) of            
Section 8.1 in the event that Company determines to accept the Superior         
Proposal that was the subject of the notice to                                  

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Parent pursuant to Section 5.2(c), Company shall pay to Parent, as              
liquidated damages and not as a penalty, Eight Million Dollars                  
($8,000,000), which amount has been reasonably calculated to approximate        
the compensation due to Parent for its time, expense and lost                   
opportunity costs in connection herewith.                                       

8.3  AMENDMENT.  This Agreement may be amended by the parties         
hereto, by or pursuant to action taken by their respective Boards of            
Directors, at any time before or after approval of the matters presented        
in connection with the Merger by the shareholders of the Company, but,          
after any such approval, no amendment shall be made which by law                
requires further approval by such shareholders without such further             
approval.  This Agreement may not be amended except by an instrument in         
writing signed on behalf of each of the parties hereto.                         

8.4  WAIVER.  At any time prior to the Effective Time, the            
parties hereto may (i) extend the time for the performance of any of the        
obligations or other acts of the other parties hereto, (ii) waive any           
inaccuracies in the representations and warranties contained herein or          
in any document delivered pursuant hereto and (iii) waive compliance            
with any of the agreements or conditions contained herein which may             
legally be waived.  Any agreement on the part of a party hereto to any          
such extension or waiver shall be valid only if set forth in an                 
instrument in writing signed on behalf of such party.                           

ARTICLE IX                  

GENERAL PROVISIONS                  

9.1  NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.       
The representations and warranties in this Agreement or in any schedule,        
exhibit or instrument delivered pursuant to this Agreement shall                
terminate at the Effective Time or upon the termination of this                 
Agreement.                                                                      

9.2  NOTICES.  All notices and other communications hereunder         
shall be in writing and shall be deemed given when delivered personally,        
one day after being delivered to an overnight courier or when telecopied        
(with a confirmatory copy sent by overnight courier) to the parties at          
the following addresses (or at such other address for a party as shall          
be specified by like notice):                                                   

(a) if to Company, to                                         

American Business Products, Inc.                      
2100 Riveredge Parkway, Suite 1200                    
Atlanta, Georgia 30328                                
Attention:  President                                 
Facsimile: (770) 850-0220                             

with a copy to:                                       

Long Aldridge & Norman LLP                            
One Peachtree Center, Suite 5300                      
303 Peachtree Street                                  
Atlanta, Georgia  30308                               
Attention:   Jeffrey K. Haidet, Esq.                  
Facsimile:  (404) 527-4198                            

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(b) if to Parent or Acquisition Co., to                       

Mail-Well, Inc.                                       
23 Inverness Way East                                 
Suite 160                                             
Englewood, Colorado 80112                             
Attention: President                                  
Facsimile:                                            

with a copy to:                                       

Rothgerber, Appel, Powers & Johnson LLP               
One Tabor Center, Suite 3000                          
1200 Seventeenth Street                               
Denver, Colorado 80202-5839                           
Attention:  Woody Davis, Esq.                         
Facsimile: (303)623-9222                              

9.3 INTERPRETATION.  When a reference is made in this Agreement       
to a Section, such reference shall be to a Section of this Agreement            
unless otherwise indicated.  The table of contents and headings                 
contained in this Agreement are for reference purposes only and shall           
not affect in any way the meaning or interpretation of this Agreement.          
Whenever the words "include," "includes" or "including" are used in this        
Agreement, they shall be deemed to be followed by the words "without            
limitation."                                                                    

9.4 COUNTERPARTS.  This Agreement may be executed in                  
counterparts, all of which shall be considered one and the same                 
agreement, and shall become effective when one or more counterparts have        
been signed by each of the parties and delivered to the other parties.          

9.5 ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.  This             
Agreement constitutes the entire agreement and supersedes all prior             
agreements and understandings, both written and oral, among the parties         
with respect to the Subject matter hereof.  This Agreement, is not              
intended to confer upon any person other than the parties hereto any            
rights or remedies hereunder.                                                   

9.6 GOVERNING LAW.  This Agreement shall be governed by, and          
construed in accordance with, the laws of the State of Georgia,                 
regardless of the laws that might otherwise govern under applicable             
principles of conflicts of laws thereof.  EACH OF THE PARTIES HERETO            
IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING       
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS     
OF PARENT, THE COMPANY, OR ACQUISITION CO. IN THE NEGOTIATION, ADMINISTRATION,  
PERFORMANCE AND ENFORCEMENT THEREOF.                                            

9.7 ASSIGNMENT.  Neither this Agreement nor any of the rights,        
interests or obligations hereunder shall be assigned by any of the              
parties hereto (whether by operation of law or otherwise) without the           
prior written consent of the other parties.                                     

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9.8 SEVERABILITY.  If any term or other provision of this             
Agreement is invalid, illegal or incapable of being enforced by any rule        
of law, or public policy, all other conditions and provisions of this           
Agreement shall nevertheless remain in full force and effect so long as         
the economic and legal Substance of the transactions contemplated hereby        
are not affected in any manner materially adverse to any party.  Upon           
such determination that any term or other provision is invalid, illegal         
or incapable of being enforced, the parties shall negotiate in good             
faith to modify this Agreement so as to effect the original intent of           
the parties as closely as possible in a mutually acceptable manner in           
order that the transactions contemplated by this Agreement may be               
consummated as originally contemplated to the fullest extent possible.          

9.9 ENFORCEMENT OF THIS AGREEMENT.  The parties hereto agree that     
irreparable damage would occur in the event that any of the provisions          
of this Agreement were not performed in accordance with their specific          
terms or were otherwise breached.  It is accordingly agreed that the            
parties shall be entitled to an injunction or injunctions to prevent            
breaches of this Agreement and to enforce specifically the terms and            
provisions hereof in any court of the United States or any state having         
jurisdiction, such remedy being in addition to any other remedy to which        
any party is entitled at law or in equity.                                      

9.10    COMPANY'S KNOWLEDGE.  As used herein, the terms "Company's    
Knowledge" and "to the Knowledge of Company" with respect to the Company        
shall mean the actual knowledge of any officer of the Company listed on         
Schedule 9.10.                                                                  
-------------                                                                   

9.11    PARENT'S KNOWLEDGE.  As used herein, the terms "Parent's      
Knowledge" and "to the Knowledge of Parent" with respect to Parent shall        
mean the actual knowledge of any officer of Parent listed on Schedule           
                                                  --------
9.11.                                                                           
----                                                                            

(Signatures appear on following page)           

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IN WITNESS WHEREOF, Parent, Acquisition Co., and the Company have     
caused this Agreement and Plan of Merger to be signed by their                  
respective officers thereunto duly authorized all as of the date first          
written above.                                                                  

        AMERICAN BUSINESS PRODUCTS, INC.

             By:__________________________________
Title:                  

MAIL-WELL, INC.         

             By:__________________________________
Title:                  

 SHERMAN ACQUISITION CORP.

             By:__________________________________
Title:                  

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                                    Exhibit (c)(2)
                                    --------------

SHAREHOLDERS' STOCK TENDER AGREEMENT          

This SHAREHOLDERS' STOCK TENDER AGREEMENT (this "Agreement") is       
entered into this 13th day of  January, 2000, by and among Mail-Well,           
Inc., a Colorado corporation ("Parent"), Sherman Acquisition Corp., a           
Georgia corporation and a wholly-owned subsidiary of Parent                     
("Acquisition Co."), and each of Henry Curtis VII, Richard B. Curtis,           
Jr., Hollis L. Harris, W. Stell Huie,  Thomas F. Keller, James F.               
McDonald, Daniel W. McGlaughlin, C. Douglas Miller, G. Harold Northrop,         
Joe W. Rogers, and William B. Stokely, III  (each a "Shareholder" and           
collectively, the "Shareholders").                                              

W I T N E S S E T H :           

WHEREAS, each Shareholder Beneficially Owns (as hereafter   
defined) that number of shares of the common stock, $2.00 par value per         
share (the "Common Stock") of American Business Products, Inc., a               
Georgia corporation (the "Company"), set forth opposite such                    
Shareholder's name on Appendix A hereto; and                                    

 WHEREAS, simultaneously with the execution of this Agreement,
Parent, Acquisition Co. and the Company are entering into an Agreement          
and Plan of Merger (as amended from time to time, the "Merger                   
Agreement") pursuant to which, among other things, Acquisition Co. is           
agreeing to promptly commence a cash tender offer (as such tender offer         
may hereafter be amended from time to time, the "Offer") to purchase all        
of the issued and outstanding shares of Common Stock; and                       

  WHEREAS, as an inducement and a condition to their willingness
to enter into the Merger Agreement and incur the obligations set forth          
therein, including the Offer and the subsequent merger of Acquisition           
Co. with and into the Company as contemplated thereby (the "Merger"),           
Parent and Acquisition Co. have requested that the Shareholders agree,          
and each Shareholder has agreed, to tender that number of shares of             
Common Stock Beneficially Owned by such Shareholder and set forth               
opposite such Shareholder's name on Appendix A hereto, together with any        
shares of Common Stock acquired by the Shareholders after the date              
hereof and prior to the consummation or termination of the Offer, upon          
exercise of options or otherwise, (collectively, the "Shares"), and to          
vote all of such Shareholder's Shares in favor of the Merger.                   

NOW, THEREFORE, in consideration of the foregoing and the   
mutual promises, representations, warranties, covenants and agreements          
set forth herein and the promises, representations, warranties,                 
covenants and agreements of Parent and Acquisition Co. in the Merger            
Agreement, and intending to be legally bound hereby, the parties hereto         
agree as follows:                                                               

1.   CERTAIN DEFINITIONS. For purposes of this Agreement, except      
as otherwise expressly provided or unless the context clearly requires          
otherwise:                                                                      

"Beneficially Own" or "Beneficial Ownership" shall mean, with         
respect to any securities, having "beneficial ownership" of such                
securities (as determined pursuant to Rule 13d-3 under the Securities           
Exchange Act of 1934, as amended), including pursuant to any agreement,         
arrangement or understanding, whether or not in writing.                        

"Person" shall mean a natural person, corporation, partnership,       
joint venture, association, trust, limited liability company, business          
trust, joint stock company, unincorporated organization or other entity.        

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"Transfer" shall mean, with respect to a security, the sale,          
transfer, pledge, hypothecation, encumbrance, assignment or disposition         
of such security or the Beneficial Ownership thereof, the offer to make         
such a sale, transfer or other disposition, and the entering into of any        
option, agreement, arrangement or understanding, whether or not in              
writing, to effect any of the foregoing. As a verb, "Transfer" shall            
have a correlative meaning.                                                     

"Voting Period" shall mean the period from the date hereof until      
the termination of this Agreement in accordance with its terms.                 

2.   RESTRICTIONS.  Until the termination of this Agreement in        
accordance with its terms, each of the Shareholders agrees not to,              
directly or indirectly, (a) except as provided in Section 3 hereof,             
Transfer any of such Shareholder's Shares to any Person, grant any              
proxies or powers of attorney or enter into a voting agreement,                 
understanding or arrangement with respect to such shareholder's Shares,         
or (b) take any action that would make any representation or warranty of        
the Shareholder herein untrue or incorrect or would result in a breach          
by the Shareholder of any of its obligations under this Agreement.              

3.   TENDER OF SHARES. Each Shareholder hereby agrees to validly      
tender or cause to be validly tendered, pursuant to and in accordance           
with the terms of the Offer, promptly after Acquisition Co. commences           
the Offer (but in no event later than five business days after the date         
of such commencement or, with respect to shares of Common Stock acquired        
by such Shareholder after the date of this Agreement upon exercise of           
options or otherwise, no later than five business days after the date of        
such acquisition), all of such Shareholder's Shares and to not withdraw         
such Shares unless the Merger Agreement shall be validly terminated in          
accordance with Article VIII thereof.                                           

4.   VOTING OF SHARES; PROXY.                                         

a.   During the Voting Period, at any meeting (whether      
annual or special and whether or not an adjourned or postponed                  
meeting)of the Company's shareholders, however called, or in connection         
with any written consent of the Company's shareholders, each Shareholder        
in its capacity as such shall vote (or cause to be voted) all of such           
Shareholder's Shares: (i) in favor of the Merger, and each of the other         
actions contemplated by the Merger Agreement and this Agreement and any         
actions required in furtherance thereof and hereof, (ii) against any            
action or agreement that would (A) result in a breach of any covenant,          
representation or warranty or any other obligation or agreement of the          
Company under the Merger Agreement or the Shareholders under this               
Agreement or (B) impede, interfere with, delay, postpone, or adversely          
affect the Offer, the Merger or any other transaction contemplated by           
the Merger agreement or this Agreement; and (iii) except as otherwise           
agreed to in writing in advance by Parent, against the following actions        
(other than the Offer, the merger and any other transaction contemplated        
by the Merger Agreement and this Agreement): (A) any extraordinary              
corporate transaction, such as a merger, consolidation or other business        
combination involving the Company or any of its Subsidiaries (as defined        
in the Merger Agreement); (B) any sale, lease or transfer of a material         
amount of the assets or business of the Company or its Subsidiaries, or         
any reorganization, restructuring, recapitalization, special dividend,          
dissolution, liquidation or winding up of the Company or its                    
Subsidiaries; (C) any material change in the present capitalization of          
the Company or its Subsidiaries or any amendment of the Articles of             
Incorporation of the Company; (D) any other material change in the              
Company's corporate structure or business; and (E) any other action that        
is intended to impede, interfere with, delay, postpone, discourage or           
materially adversely affect the Offer, the Merger, any other transaction        
contemplated by the Merger Agreement or this Agreement.   No Shareholder        
in his capacity as such shall enter into any agreement, arrangement or          
understanding with any Person the effect of which would                         

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be inconsistent or violative of the provisions and agreements contained         
in this Section 4.  Notwithstanding the foregoing, the provisions of            
this Section 4 shall in no way be interpreted to apply to any                   
Shareholder in his capacity as a member of the Board of  Directors of           
the Company, and in such capacity each Shareholder shall be free to             
exercise his fiduciary duties to the Company and its shareholders.              

b.   IRREVOCABLE PROXY. Each Shareholder hereby appoints    
Jerry Wertheimer and Roger Wertheimer in their respective capacities as         
officers of Acquisition Co., and any individual who shall hereafter             
succeed to any such office of Acquisition Co., and any other designee of        
Acquisition Co., each of them individually, the Shareholder's                   
irrevocable (until the termination of The Voting Period) proxy and              
attorney-in-fact (with full power of substitution) to vote the Shares of        
such Shareholder as indicated in section 5(a) above. Each Shareholder           
intends this proxy to be irrevocable (until the termination of the              
Voting Period) and coupled with an interest and will take such further          
action and execute such other instruments as may be necessary to                
effectuate the intent of this proxy and hereby revokes any proxy                
previously granted by the Shareholder with respect to the Shares of such        
Shareholder.                                                                    

5.   WAIVER OF APPRAISAL OR DISSENTING RIGHTS.  Each Shareholder      
hereby waives any rights of appraisal or rights to dissent from the             
Merger under the Georgia Business Corporation Code.                             

6.   WAIVER OF CLAIMS. Each Shareholder, effective upon the           
acquisition of such Shareholder's Shares pursuant to the Offer, waives          
and relinquishes any claims, actions, recourse or other rights of any           
nature which the Shareholder may have against the Company, Parent or            
Acquisition Co. which arises out of or relates to such Shareholder's            
ownership of the Shares, its status as a shareholder of the Company, the        
conduct of the business of the Company or the authorization, execution          
and delivery of the Merger Agreement or this Agreement or the                   
consummation of the transactions contemplated thereby or hereby;                
provided, however, that the provisions of this Section 6 shall not              
extend to the obligations of Parent and Acquisition Co. pursuant to this        
Agreement.                                                                      

7.   NO PURCHASE. Acquisition Co. and Parent may allow the Offer      
to expire without accepting for payment or paying for any Shares, on the        
terms and conditions set forth in the Offer to Purchase (as defined in          
the Merger Agreement).  If all Shares validly tendered and not withdrawn        
are not accepted for payment and paid for in accordance with the terms          
of the Offer to Purchase, they shall be returned to the Shareholders,           
whereupon they shall continue to be held by the Shareholders subject to         
the terms and conditions of this Agreement.                                     

8.   REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each         
Shareholder, severally but not jointly, represents and warrants to              
Parent and Acquisition Co. as follows:                                          

a.   Such Shareholder is the record holder of the Shares    
and Beneficially Owns the Shares, free and clear of any claims, security        
interests, liens and encumbrances (other than liens of  registered              
brokers in connection with Shares held in margin accounts) and the              
transfer of the Shares hereunder will pass  to Acquisition Co. good and         
marketable record title and Beneficial Ownership to the Shares free and         
clear of any claims, security interests, liens and encumbrances                 
whatsoever.                                                                     

b.   Such Shareholder has the legal power, authority and    
capacity to execute and deliver  this Agreement and perform its                 
obligations hereunder.  The execution and delivery by such Shareholder          
of this Agreement and the performance by such Shareholder of its                
obligations hereunder have been duly and  validly authorized and no             
further actions or proceedings on the part of such Shareholder are              
necessary to                                                                    

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authorize the execution, delivery or performance of this Agreement or           
the consummation of the transactions contemplated hereby.                       

c.   This Agreement constitutes the legal, valid and        
binding agreement of such Shareholder enforceable in accordance with its        
terms, except as enforceability may be limited by bankruptcy,                   
insolvency, moratorium or other similar laws affecting creditors' rights        
generally or by the principles governing the availability of equitable          
remedies.                                                                       

d.   This Agreement covers all of such Shareholder's Shares 
except for options to purchase shares of Common Stock which were granted        
by the Company to the Shareholder (provided, however, that any shares of        
Common Stock acquired by such Shareholder upon exercise of any such             
options after the date hereof and prior to the consummation or                  
termination of the Offer are covered by this Agreement). As of the date         
hereof, such Shareholder Beneficially Owns the number of shares of the          
Company's Common Stock set forth on Appendix A hereto.                          

e.   This Agreement and the execution and delivery hereof   
by the Shareholder does not, and the consummation of the transactions           
contemplated hereby will not, (i) result in a violation of or breach of,        
or constitute (with or without due notice or lapse of time or both) a           
default (or give rise to any right of termination, cancellation or              
acceleration) under, any of the terms, conditions or provisions of any          
note, bond, mortgage, indenture, license, agreement or other instruments        
or obligations to which such Shareholder is a party or by which any of          
its property or assets may be bound, or (ii) violate any order, writ,           
injunction, decree, statute, rule or regulation applicable to such              
Shareholder or any of its properties or assets.                                 

9.   REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION         
CO..  Parent and Acquisition Co., jointly and severally, hereby                 
represent and warrant to each Shareholder as follows:                           

a.   Each of Parent and Acquisition Co. is a corporation    
duly organized and validly existing under the laws of its jurisdiction          
of incorporation, and each of them is in good standing under the laws of        
its jurisdiction of incorporation. Parent and Acquisition Co. have all          
necessary corporate power and authority to execute and deliver this             
Agreement and perform their respective obligations hereunder. The               
execution and delivery by Parent and Acquisition Co. of this Agreement          
and the performance by Parent and Acquisition Co. of their respective           
obligations hereunder have been duly and validly authorized by the Board        
of Directors of each of Parent and Acquisition Co. and no other                 
corporate proceedings on the part of Parent or Acquisition Co. are              
necessary to authorize the execution, delivery or performance of this           
Agreement or the consummation of the transactions contemplated hereby.          

b.   This Agreement has been duly and validly executed and  
delivered by Parent and Acquisition Co. and constitutes a valid and             
binding Agreement of each of Parent and Acquisition Co., enforceable            
against each of them in accordance with its terms, except as                    
enforceability may be limited by bankruptcy, insolvency, moratorium or          
other similar laws affecting creditors' rights generally or by the              
principles governing the availability of equitable remedies.                    

10.  TERMINATION.  This Agreement shall terminate on the earlier      
of (i) the purchase by Acquisition Co. of the Shares pursuant to the            
Offer or (ii) the termination of the Merger Agreement pursuant to               
Article VIII thereof.  The provisions of Sections 8 and 9 hereof shall          
survive the termination of this Agreement.                                      

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11.  SPECIFIC PERFORMANCE. The parties hereto acknowledge and         
agree that if any of the provisions of this Agreement were not performed        
by the Shareholders, as the case may be, in accordance with their               
specific terms or were otherwise breached, Parent would not have an             
adequate remedy at law and would be irreparably harmed and that the             
damages therefor would be difficult to determine. It is accordingly             
agreed that Parent shall be entitled to injunctive relief to prevent            
breaches of this Agreement by any Shareholder and to specifically               
enforce the terms and provisions hereof.                                        

12.  NOTICES. All notices and other communications hereunder          
shall be in writing and shall be deemed to have been duly given if hand         
delivered in person or by next-day courier, transmitted by facsimile or         
mailed by registered or certified mail, postage prepaid, return receipt         
requested, as follows:                                                          

a.   If to Parent, to:                                      

Mail-Well, Inc.                                   
23 Inverness Way East                             
Suite 160                                         
Englewood, Colorado 80112                         
Attention: President                              
Fax:                                              

with a copy to:                                                       

Woody Davis, Esq.                                 
Rothgerber, Appel, Powers & Johnson LLP           
One Tabor Center, Suite 3000                      
1200 Seventeenth Street                           
Denver, Colorado 80202-5839                       
Fax: 303-623-9222                                 

b.   If to the Shareholders, to the respective addresses    
set forth on Schedule A hereto.                                       

or to such other address as the person to whom notice is given may have         
previously furnished to the other parties in writing in accordance              
herewith, except that notices of change of address shall be effective           
only upon receipt.                                                              

13.  ASSIGNMENT. Neither this Agreement nor any of the rights,        
interests or obligations hereunder shall be assigned by any of the              
parties hereto (whether by operation of law or otherwise) without the           
prior written consent of the other parties, except that Acquisition Co.         
may assign, in its sole discretion, any or all of its rights, interests         
and obligations hereunder to Parent or to any direct or indirect wholly         
owned Subsidiary of Parent. Subject to the preceding sentence, this             
Agreement will be binding upon, inure to the benefit of and be                  
enforceable by the parties and their respective successors and assigns.         

14.  AMENDMENTS. This Agreement may not be modified, amended,         
altered or supplemented except upon the execution and delivery of a             
written agreement executed by the parties hereto.                               

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15.  GOVERNING LAW. This Agreement shall be governed by and           
construed and enforced in accordance with the laws of the State of              
Georgia, without regard to its conflicts of law rules.                          

16.  COUNTERPARTS. This Agreement may be executed in two or more      
counterparts, each of which shall be deemed an original but all of which        
together shall constitute one and the same agreement.                           

17.  EFFECT OF HEADINGS. The headings herein are for reference        
purposes only and shall not in any way affect the meaning or                    
interpretation hereof.                                                          

18.  ENTIRE AGREEMENT. This Agreement constitutes the entire          
agreement among the parties hereto and supersedes all prior agreements          
and understandings, oral or written, among the parties hereto with              
respect to the subject matter hereof.                                           

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                      

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IN WITNESS WHEREOF, this Agreement has been duly executed under 
seal and delivered by the parties hereto on the date first above written.       

 MAIL-WELL, INC.

                    __________________________________
        Name: Roger Wertheimer
    Title:   President

           SHERMAN ACQUISITION CORP.

                     ___________________________________
        Name: Roger Wertheimer
    Title:   President

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SHAREHOLDERS: 

                       _____________________________________
  Henry Curtis VII

                       _____________________________________
  Hollis L. Harris

                       _____________________________________
W. Stell Huie 

                       _____________________________________
  Thomas F. Keller

                       _____________________________________
   James F. McDonald

                       _____________________________________
       Daniel W. McGlaughlin

                       _____________________________________
   C. Douglas Miller

                       _____________________________________
    G. Harold Northrup

                       _____________________________________
Joe W. Rogers 

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                       _____________________________________
         William B. Stokely, III

                       _____________________________________
        Richard B. Curtis, Jr.

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APPENDIX A          

                           TOTAL SHARES OF THE COMPANY'S
                          COMMON STOCK
NAME/ADDRESS                           BENEFICIALLY OWNED           
------------                           ------------------           

Henry Curtis VII                                                                
5547 Waterford Green Glen                                                       
Marietta, GA  30068                                229,719                      

Hollis L. Harris                                                                
100 St. Andrews Square                                                          
Peachtree City, GA  30269                            1,030                      

W. Stell Huie                                                                   
Long Aldridge & Norman                                                          
One Peachtree Center, Suite 5300                                                
303 Peachtree Street                                                            
Atlanta, GA  30309                                  20,926                      

Thomas F. Keller                                                                
Duke University                                                                 
The Fuqua School of Business                                                    
Towerview Drive                                                                 
Durham, NC  27706                                    1,050                      

James F. McDonald                                                               
Scientific Atlanta, Inc.                                                        
One Technology Parkway South                                                    
Norcross, GA  30092                                  1,400                      

Daniel W. McGlaughlin                                                           
Equifax, Inc.                                                                   
P.O. Box 4081                                                                   
Atlanta, GA  30302                                  10,500                      

C. Douglas Miller                                                               
Norrell Corporation                                                             
3535 Piedmont Road, NE                                                          
Atlanta, GA  30305                                     500                      

G. Harold Northrop                                                              
5253 Georgia Highway 354                                                        
Pine Mountain, GA  31822                             8,312                      

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                           TOTAL SHARES OF THE COMPANY'S
                          COMMON STOCK
NAME/ADDRESS                           BENEFICIALLY OWNED           
------------                           ------------------           

Joe W. Rogers                                                                   
5986 Financial Drive                                                            
Norcross, GA  30071                                  5,300                      

William B. Stokely, III                                                         
The Stokely Company                                                             
620 Campbell Station Road, Suite 27                                             
Knoxville, TN  37922                                 5,000                      

Richard B. Curtis, Jr.                                                          
1910 Waryswood Road                                                             
Watkinsville, GA 30677                             131,569                      

11                

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Filed on:		1/21/00		2		66			SC 14D9
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		12/31/97		17					10-K,  10-K405,  4
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