FORM 8-K
(As last amended in Release No. 34-35113, December 19, 1994, 59 F.R. 67752)
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) June 17, 1996
BWAY CORPORATION
(Exact Name of Registrant as specified in its charter)
DELAWARE COMMISSION FILE NUMBER 000-26-178 36-3624491
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
8607 Roberts Drive, Suite 250
Atlanta, Georgia 30350
(Address of principal executive offices, including zip code)
770-587-0888
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
BWAY CORPORATION
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 17, 1996, BWAY Corporation, a Delaware Corporation ("BWAY") acquired
through an indirect subsidiary substantially all of the assets of an
unincoporated division of Van Dorn Company ("Seller"), known as "Davies Can"
(the "Company") pursuant to the terms of the Asset Purchase Agreement dated as
of April 29, 1996, by and among BWAY, Brockway Standard, Inc. ("BSI") a wholly-
owned subsidiary of BWAY, Seller, and Crown Cork & Seal Company, Inc. ("Crown")
as amended by Amendment No. 1 to Asset Purchase Agreement dated June 17, 1996
(as amended, the "Asset Purchase Agreement"). The following discussion is only a
summary and is qualified in its entirety by reference to the Exhibits to this
Current Report on Form 8-K.
Pursuant to the Asset Purchase Agreement, Davies Acquisition Corp. ("Buyer"), a
wholly-owned subsidiary of BSI acquired from the Seller, a wholly-owned
subsidiary of Crown, all of the assets and certain of the liabilities of the
Company. BWAY intends to continue the Company's business activities and
operations, and continue using the assets acquired for the manufacturing of
metal containers, primarily paint, oblong, and utility cans. As a result of this
acquisition and the previously announced acquisition of the Milton Can Company,
BWAY and its subsidiaries will increase operations from 9 manufacturing
facilities in 6 states to 15 facilities in 10 states. Management is reviewing
opportunities to consolidate operations and to maximize production efficiencies
by rationalizing overlapping facilities. Rationalization may result in plant
closings, relocation of assets, and significant related capital expenditures and
restructuring charges.
Buyer paid Seller cash consideration of approximately $41.7 million, subject to
an adjustment based on the change in working capital from December 31, 1995
through June 17, 1996. The transaction will be recorded using the purchase
method of accounting.
The total cash used by Buyer to consummate the transaction and pay the related
fees and expenses was approximately $43 million. The source of funds for the
acquisition of the Company was a new Credit Agreement among Bankers Trust
Company, NationsBank, N.A., BWAY, Milton Can Company, Inc. and BSI (the "Credit
Agreement"). The Credit Agreement was used to repay all obligations pursuant to
the Third Amended and Restated Revolving Credit Loan Agreement among BWAY, BSI,
certain financial institutions and Bankers Trust Company as agent, dated June
29, 1994 as amended. Funds were also drawn to prepay the $50 million private
placement of 8.35% Senior Secured Notes maturing September 1, 2001, pursuant to
the Secured Note Agreement among BWAY, BSI and the note purchasers named
therein, dated as of August 15, 1993, as amended. BWAY incurred one-time charges
of approximately $4.5 million related to the prepayment of the notes and the
replacement of the previous credit facility. The Credit Agreement allows BWAY
and its subsidiaries to borrow up to $150 million. As of June 24, 1996, the
outstanding balance on the Credit Agreement was approximately $104 million.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Financial statements of businesses acquired.
To be filed by amendment. Pursuant to Item 7(a)(4) of Form 8-K, the
Registrant hereby indicates that the filing of such financial statements is
impracticable and undertakes to file such information on a Form 8K/A
Amendment to this Report no later than 60 days after July 2, 1996.
(b) Pro forma financial information.
To be filed by amendment. Pursuant to Item 7(b)(2) of Form 8-K, the
Registrant hereby indicates that the filing of such financial statements is
impracticable and undertakes to file such information on a Form 8K/A
Amendment to this Report no later than 60 days after July 2, 1996.
(c) Exhibits
(1) The exhibits listed in the Index to Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BWAY Corporation
(Registrant)
Date: July 1, 1996 /s/ DAVID P. HAYFORD
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David P. Hayford
Senior Vice President & CFO
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BWAY Corporation
(Registrant)
Date: July 1, 1996 /s/ David P. Hayford
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David P. Hayford
Senior Vice President & CFO
INDEX TO EXHIBITS
-----------------
LOCATION OF DOCUMENT
EXHIBIT IN SEQUENTIAL
NO. DESCRIPTION OF DOCUMENT NUMBERING SYSTEM
- ------- ---------------------------------------- -----------------
10.1 Asset Purchase Agreement dated April *
29, 1996, between Brockway Standard,
Inc., BWAY Corporation, Van Dorn Company
and Crown Cork & Seal Company, Inc.
10.2 Amendment No. 1 to the Asset Purchase
Agreement, dated June 17, 1996.
10.3 Credit Agreement dated June 17, 1996
by and among BWAY Corporation,
Brockway Standard, Inc., Milton Can
Company, Inc., the Additional Borrowers,
Bankers Trust Company, and NationsBank,
N.A.
99.1 BWAY Corporation's press release
dated June 18, 1996, re: Finalized
Acquisition of Davies Can Company.
* Incorporated by reference to the respective exhibit to the Company's Form
10-Q for the period
ending March 31, 1996.