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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 23, 1999
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AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-7685 95-1492269
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
150 N. Orange Grove Boulevard 91103
Pasadena, California (Zip Code)
(Address of principal executive offices)
(626) 304-2000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
On July 8, 1999 Vision Acquisition Corporation, a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of Avery Dennison
Corporation, a Delaware Corporation ("Avery Dennison") completed its cash tender
offer for all of the common stock, par value $.01 per share ("Common Stock") of
Stimsonite Corporation, a Delaware corporation ("Stimsonite") pursuant to an
Agreement and Plan of Merger, dated as of June 4, 1999, by and among Purchaser,
Avery Dennison and Stimsonite. Purchaser accepted for payment 8,307,660 shares
of Common Stock (which included 807,134 shares subject to guaranty of delivery),
representing approximately 98.4% of Stimsonite's outstanding shares, for a cash
price of $14.75 per share, net to the seller, without interest. The shares were
purchased pursuant to a tender offer (the "Offer") commenced on June 10, 1999 to
acquire all of the outstanding shares of Stimsonite's Common Stock.
On July 9, 1999, Avery Dennison completed the merger of Purchaser
with and into Stimsonite. Upon consummation of the merger, Stimsonite became a
wholly-owned subsidiary of Avery Dennison, and the stockholders of Stimsonite
whose shares were not purchased pursuant to the Offer became entitled to receive
$14.75 per share. The total purchase price for Stimsonite was approximately $136
million.
The funds used to consummate the acquisition were obtained through
issuance of commercial paper and extendible commercial notes (collectively, the
"Notes"). Such Notes were issued on customary terms and bear market rates of
interest and have maturities of less than 366 days with respect to commercial
paper and less than 390 days with respect to extendible commercial notes.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of June 4, 1999, by and among
Purchaser, Avery Dennison and Stimsonite (incorporated herein by
reference to Exhibit (c)(1) of the Schedule 14D-1 of Avery Dennison,
dated June 10, 1999).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
AVERY DENNISON CORPORATION
/s/ Robert G. van Schoonenberg
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By: Robert G. van Schoonenberg
Title: Senior Vice President, General Counsel and
Secretary
Dated: July 23, 1999
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of June 4, 1999, by and
among Avery Dennison Corporation, Vision Acquisition Corporation
and Stimsonite Corporation (incorporated herein by reference to
Exhibit (c)(1) of the Schedule 14D-1 of Avery Dennison
Corporation, dated June 10, 1999).