SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 24, 1996
AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7685 95-1492269
(State of Incorporation) (Commission File (IRS Employer
Number) Identification
Number)
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 304-2000
Item 5. Other Events.
(a) On October 24, 1996, the Board of Directors of
the Registrant authorized a 2 for 1 split (the "Stock Split")
of the Registrant's common stock, par value $1.00 per share
(the "Common Stock"), in the form of a distribution payable on
December 20, 1996 to shareholders of record on December 6,
1996. The Board of Directors of the Registrant also voted to
increase the quarterly cash dividend by 13.3%. A news release
(the "News Release") announcing the Stock Split and the in-
creased quarterly cash dividend is filed herewith as an ex-
hibit.
(b) On October 24, 1996, the Registrant created a
grantor trust (the "Employee Stock Benefit Trust") and entered
into a stock ownership trust agreement, dated October 24, 1996
(the "Trust Agreement"), with Wachovia Bank of North Carolina
N.A., as trustee (the "Trustee"), to provide a means to meet
currently the Registrant's anticipated future obligations to
employees under certain of Registrant's employee benefit plans,
including its stock option plans and savings plan.
Pursuant to a Common Stock Purchase Agreement, dated
October 24, 1996 (the "Stock Purchase Agreement"), by and be-
tween the Registrant and the Trustee, the Registrant sold from
its treasury shares 9,000,000 shares of Common Stock to the
Employee Stock Benefit Trust for aggregate consideration of
$564,750,000. The Trustee delivered to the Registrant a prom-
issory note (the "Note") in such amount for such shares.
Shares of Common Stock held in the Employee Stock Benefit Trust
will be released by the Trustee as the Note is paid down.
In the event the Employee Stock Benefit Trust is ter-
minated or upon a change of control of the Registrant (as de-
fined in the Trust Agreement), shares held by the Employee
Stock Benefit Trust will be sold with the Registrant receiving
proceeds equal to the amount of the Note then outstanding and
the balance being distributed to employees of the Registrant in
accordance with the terms of the Employee Stock Benefit Trust.
In certain circumstances, if shares held by the Employee Stock
Benefit Trust are more than sufficient to satisfy the require-
ments of the plans mentioned above, excess shares will be re-
leased to employees of the Registrant.
The trust agreement contains pass-through voting and
tendering provisions.
The foregoing summary description does not purport to
be a complete description of the Employee Stock Benefit Trust
and is qualified by reference to the Trust Agreement, the Stock
Purchase Agreement and the Note, each of which is filed here-
with as an exhibit. The News Release, which is filed herewith
as an exhibit, also contains information concerning the Em-
ployee Stock Benefit Trust.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
10.1 Trust Agreement, dated October 24, 1996, by and
between the Registrant and Wachovia Bank of
North Carolina, N.A., a national banking as-
sociation, as trustee.
10.2 Common Stock Purchase Agreement, dated October
24, 1996 (the "Stock Purchase Agreement"), by
and between the Registrant and Wachovia Bank of
North Carolina, N.A., a national banking as-
sociation, as trustee of the Avery Dennison Cor-
poration Employee Stock Benefit Trust.
10.3 Promissory Note, dated October 24, 1996, ex-
ecuted by Wachovia Bank of North Carolina, N.A.,
a national banking association, as trustee of
the Avery Dennison Corporation Employee Stock
Benefit Trust, in favor of the Registrant (in-
cluded as Appendix I to the Stock Purchase
Agreement).
99.1 News Release, dated October 24, 1996.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: October 25, 1996
AVERY DENNISON CORPORATION
By /s/ R.G. Jenkins
Name: R.G. Jenkins
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT LIST
10.1 Trust Agreement, dated October 24, 1996, by and
between the Registrant and Wachovia Bank of North
Carolina, N.A., a national banking association, as
trustee.
10.2 Common Stock Purchase Agreement, dated October 24,
1996 (the "Stock Purchase Agreement"), by and be-
tween the Registrant and Wachovia Bank of North
Carolina, N.A., a national banking association, as
trustee of the Avery Dennison Corporation Employee
Stock Benefit Trust.
10.3 Promissory Note, dated October 24, 1996, executed
by Wachovia Bank of North Carolina, N.A., a na-
tional banking association, as trustee of the Avery
Dennison Corporation Employee Stock Benefit Trust,
in favor of the Registrant (included as Appendix I
to the Stock Purchase Agreement).
99.1 News Release, dated October 24, 1996.