1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/ X / Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1993.
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file no. 1-7088
AMERICAN BUSINESS PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1030529
(State of Incorporation) (I.R.S. Employer Identification No.)
2100 RIVEREDGE PARKWAY, SUITE 1200, ATLANTA, GEORGIA 30328
(Address of principal executive offices, including zip code)
(404) 953-8300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------- -----------------------
Common Stock, $2 par value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES NO X
--- ---
THE AGGREGATE MARKET VALUE OF THE REGISTRANT'S OUTSTANDING COMMON STOCK, $2.00
PAR VALUE PER SHARE, HELD BY NON-AFFILIATES OF THE REGISTRANT ON March 8, 1994
WAS $158,804,172.
There were 10,682,799 shares of Common Stock outstanding on March 8, 1994.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE
PORTIONS OF THE REGISTRANT'S 1993 ANNUAL REPORT FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1993, ARE INCORPORATED BY REFERENCE IN PARTS I AND II HEREOF.
PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE 1994 ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 27, 1994, ARE INCORPORATED BY REFERENCE IN
PART III hEREOF.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. / X /
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PART I
ITEM 1 - BUSINESS
General
American Business Products was incorporated under the laws of Delaware
in December 1967 to acquire the stock of Curtis 1000 Inc., a producer of
envelopes and forms which has operated since 1882. Hereinafter, American
Business Products, Inc. and its subsidiaries are collectively referred to as
the "Company." In April 1986, the Company was reincorporated under the laws of
Georgia. The Company is one of the nation's leading producers of printed
business supplies, principally envelope products and custom business forms.
Additionally, the Company manufactures and distributes books for the publishing
industry and also is engaged in specialty extrusion coating and laminating of
papers, films, and nonwoven fabrics for packaging.
On September 1, 1993, the Company acquired all of the stock of Home
Safety Equipment, Inc., d/b/a Discount Labels for $26,745,000. Discount Labels
is located in New Albany, Indiana and is engaged in the manufacture and sale of
custom-printed labels. In addition, on October 28, 1993, the Company acquired
certain assets of International Envelope Company for $15,125,000. Located
principally in Exton, Pennsylvania, International Envelope Company is engaged
in the manufacture of envelopes. (See "Item 1 - Business - Business
Segments.")
Business Segments
The Company's product line is among the broadest in the industry and
is composed of three business segments: business supplies printing, book
manufacturing, and specialty extrusion coating and laminating.
Business supplies printing consists principally of the manufacture of
specialty mailers and envelopes of all kinds, and the printing and production
of business forms. The manufacture and distribution of specialty labels is a
growing part of this segment. The Company produces a complete line of standard
and special types and sizes of commercial mailing products including specialty
mailers, which utilize multi-part forms and envelopes. Business forms include
customized continuous forms for computer printers and word processors,
snap-apart forms and checks, statements and invoices as well as other forms,
with several thousand types of forms produced. Business supplies printing
accounted for 74% of the Company's sales in 1993, 74% in 1992, and 77% in 1991.
Book manufacturing consists of the printing and binding of both hard
cover and soft cover books for the publishing industry. In addition, the
Company provides storage and order fulfillment services by shipping orders to
publishers' customers from a large, centrally located distribution center.
This business segment accounted for 9% of the Company's sales in 1993, 9% in
1992, and 9% in 1991.
Specialty extrusion coating and laminating, the Company's newest
business segment, consists of applying plastic coatings in varying degrees of
thickness to rolls of paper, film or fabric. The Company also prints and
metalizes certain of these products for customers. The materials produced by
this segment are used primarily for packaging consumer products such as
individual servings of sugar, salt and pepper, sugar substitutes, and candy and
ice cream bars, as well as medical and pharmaceutical products. These
materials also are used for composite can liners and release liner papers for
pressure sensitive products such as labels. This business
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segment accounted for 17% of the Company's sales in 1993, 17% in 1992, and 14%
of sales in 1991.
Financial information regarding the Company's three business segments
is presented in the Notes to Consolidated Financial Statements under the
heading "Business Segment Information" on page 24 of the Company's 1993 Annual
Report, which information is incorporated herein by reference. Portions of the
1993 Annual Report are filed as Exhibit 13 to this Annual Report on Form 10-K.
Production
Substantially all of the Company's products are manufactured by wholly
owned subsidiaries of the Company in 41 manufacturing facilities located
throughout the United States. (See "Item 2 - Properties.") The principal raw
materials used by the Company in the manufacture of its products are paper,
carbon, ink and poly-resins. All purchases of such materials are made at
competitive prices negotiated with suppliers. The Company believes that there
are sufficient alternative sources of supply to provide its raw material
requirements if for any reason its present suppliers are unable to do so.
Trademarks
The Company or its subsidiaries holds trademarks which management
believes are sufficient for the operation of its properties without any
substantial restrictions and adequate for the operation of each of its business
segments.
Backlog
As of February 28, 1994, the Company had backlogs believed to be firm
of approximately $36.6 million for business supplies printing, approximately
$5.8 million for book manufacturing and approximately $8.8 million for
extrusion coating and laminating. Comparable backlogs as of February 28, 1993
were approximately $33.0 million for business supplies printing, approximately
$4.9 million for book manufacturing and approximately $12.4 million for
extrusion coating and laminating. All present backlogs are expected to be
filled within the current fiscal year.
Distribution and Customers
The Company's products are sold throughout the United States, and less
than 1% of the Company's sales in any year have been outside of the United
States. The Company's products are sold principally through approximately 750
sales representatives who sell only the Company's products. No customer or
related group of customers in 1993 accounted for 10% or more of the sales of
the Company. Demand for the Company's business supplies printing, book
manufacturing and extrusion coating and laminating generally is not seasonal.
Competition
Business supplies printing, book manufacturing, and specialty
extrusion coating are highly competitive industries. Principal methods of
competition are pricing and service. The business supplies industry consists
of thousands of commercial printing enterprises, ranging from small family
operations to large corporations. In marketing many of its products, the
Company competes with some larger nationwide firms which have more resources
than the Company as well as numerous local and regional businesses, most of
which are smaller than the Company. The Company has generally maintained or
increased its market share against competitors, large and small, by using to
advantage its sales force, unusually large for its industries, and by the
ability to process numerous small orders efficiently. Based on annual revenues
attributable to the production of business supplies, the Company is a
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leading United States producer of printed business supplies. No competitor is
known to offer the complete range of products offered by the Company, which
believes it is among a relatively few companies with the capital resources to
acquire automated equipment and maintain multiple work shifts as necessary.
In the envelope industry, which had United States sales of
approximately $2.7 billion in 1993, according to the Department of Commerce,
the Company's largest subsidiary, Curtis 1000 Inc., is believed to be the
leading direct-to-user marketer of business envelopes in the United States
based on annual revenues, yet still has only a small share of the total market.
Within the industry, the Company also holds a strong competitive position in
the sale of specialty envelopes, including those manufactured from paper and a
synthetic, olefin. Specialty envelopes comprise the strongest sector of this
industry and offer the most favorable growth outlook, the Department of
Commerce reported in its 1994 Industrial Outlook.
The business forms industry, a segment of commercial printing, is
composed of several hundred companies of varying sizes. On the basis of forms
sales, the Company believes it is the fifth largest of these companies. Sales
of manifold business forms in the United States in 1993 were estimated at
approximately $6.7 billion by the United States Department of Commerce. This
maturing industry has been characterized by strong pricing competition in
recent years.
Book printing, which had industry sales in the United States of $4.6
billion in 1993, is also highly competitive, and the Company competes with
numerous other book manufacturers, many of which are larger and have
substantially more resources than the Company and therefore possible advantages
in production and marketing economies of scale and efficiencies. However, the
Company has targeted certain segments of the industry as more attractive
sectors, including university presses and publishers of religious books, while
specializing in short to medium runs of book printing.
Major competitors for the extrusion coating and laminating business
segment, which nationally had 1993 sales of approximately $3 billion, are
relatively few. They include Thilmany (division of International Paper),
several divisions of James River Corporation and Twin Pack (Canada). While
management believes none of these competitors is superior to the Company's
subsidiary, Jen-Coat, Inc. ("Jen-Coat") in terms of quality and service, the
factors which have been advantageous to Jen-Coat, including competition on the
basis of price intensified in 1993, resulting in pressure on Jen-Coat's profit
margin despite sharply higher sales. The Company has gained some competitive
advantage by introducing new products, a strategy that is expected to continue
to benefit the Company.
In addition, the Company hopes to expand Jen-Coat's market share
through research and development of new products for customers. The estimated
amounts spent by the Company for Jen-coat's research and development activities
during 1993, 1992 and 1991 were $401,000, $204,000 and $110,000, respectively.
Entry barriers to this industry include a capital investment which is
significant for small companies and highly individual market niches with
relatively low sales volume which deters larger companies.
Within the combined markets of the Company, the Company's total share
of sales is relatively small, providing the opportunity to increase market
share through innovative and creative products and effective marketing, which
are major elements of the Company's strategy for growth.
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Environmental Matters
While the Company knows of no significant environmental liabilities
involving its operations, it is currently analyzing several potential
environmental issues. Reserves for possible losses have been recorded based on
the Company's current assessment.
Employees
At December 31, 1993, the Company had approximately 4,320 full-time
employees. No significant number of employees is covered by any collective
bargaining agreement.
International Operations
The Company has a European joint venture, Curtis 1000 Europe GmbH
("CURTIS 1000 European"), which is 50% owned by the Company and has plants in
four countries: Germany, England, Luxembourg and Poland. (See Part I - Item 2
- - Properties.") Curtis 1000 Europe manufactures and sells envelopes of all
kinds. The Company's share of net income of Curtis 1000 Europe, which is not
significant, is translated at average exchange rates prevailing during the
year, and is included in the Consolidated Financial Statements of the Company
and Notes to Consolidated Financial Statements which are incorporated herein by
reference. (See Part II, Item 8 - Financial Statements and Supplementary
Data.")
ITEM 2 - PROPERTIES
The Company's executive offices are located in approximately 21,400
square feet of space at 2100 RiverEdge Parkway, Suite 1200, Atlanta, Georgia
30328. The offices are leased from an unaffiliated party under a lease
expiring on January 26, 2003.
The principal properties of the Company include production facilities,
administrative/sales offices and warehouses. The Company operates 41
production facilities throughout the United States encompassing approximately
1,975,844 square feet. The Company owns 30 of these facilities while 11 are
leased facilities. In addition, the Company and a European joint
venture/partner operate production facilities which are owned or leased by the
joint venture in Germany, Poland, England, and Luxembourg. The facilities in
Germany and Poland are owned by the joint venture, and the facilities in
England and Luxembourg are leased.
The Company leases 60 administrative/sales offices and 6 warehouses,
all of which are located in the United States. All of the Company's production
facilities, administrative/sales offices and warehouses are used in the
Company's business supplies printing business except for three of such
facilities which are used in the Company's book manufacturing business and one
which is used in the extrusion coating and laminating business.
Certain properties owned by the Company are held subject to mortgages.
See the information set forth under the heading "Long Term Debt" in the Notes
to Consolidated Financial Statements on page 20 in the Company's 1993 Annual
Report, which information is incorporated herein by reference.
The Company believes that all of its properties and equipment are in
good condition, fully utilized and suitable for the purposes for which they are
being used.
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ITEM 3 - LEGAL PROCEEDINGS
As of March 25, 1994, there were no material pending legal
proceedings, other than routine litigation incidental to the business, to which
the Company or its subsidiaries was a party or of which any of their properties
were the subject and none are expected by management to materially effect the
Company's financial position and results of operations.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the shareholders of the Company
during the fourth quarter of 1993.
ITEM 4 (A) - EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is information as of March 25, 1994 regarding the
executive officers of the Company:
THOMAS R. CARMODY, 60, has served as President and Chief Executive Officer of
the Company since July 1988. From July 1985 until July 1988, he served as
President and Chief Operating Officer and he served as Executive Vice President
and Chief Operating Officer from July 1982 until July 1985. He has been a
director since 1983 and has served with the Company or Curtis 1000 Inc. for
over 38 years.
WILLIAM C. DOWNER, 57, has served as Vice President-Finance and Chief Financial
and Accounting Officer of the Company since August 1982. He has served with
the Company or Curtis 1000 Inc. for over 26 years.
DAWN M. GRAY, 49, has served as Secretary of the Company since July 1989. She
served as Assistant Secretary from October 1976 to June 1989. She has served
with the Company or Curtis 1000 Inc. for over 27 years.
ROBERT W. GUNDECK, 51, has served as Executive Vice President and Chief
Operating Officer of the Company since January 1993. He served as Vice
President-Corporate Development of the Company from July 1990 to December 1992.
He served as Director of Corporate Development from March 1988 to June 1990.
He has served with the Company for over 6 years.
RICHARD A. LEFEBER, 58, has served as Vice President-Administration of the
Company since January 1980. He served as Secretary of the Company from August
1982 to June 1989. He has served with the Company or Curtis 1000 Inc. for over
36 years.
BOBBY ROGERS, 60, has served as Vice President-Information Systems of the
Company since January 1981. He has served with the Company or Curtis 1000 Inc.
for over 32 years.
The Board of Directors elects officers annually in April for one year
terms or until their successors are elected and qualified. Officers are
subject to removal by the Board of Directors at any time.
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information relating to the market for, holders of and dividends paid
on the Company's Common Stock is set forth under the captions "Stock Exchange
Listing," "Shareholders of Record," "Quarterly Data 1993" and "Quarterly Data
1992" on the inside front cover and pages 14 and 15 of the Company's 1993
Annual Report, which information is incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
Selected consolidated financial data for the Company for each year of
the eleven year period ended December 31, 1993 is set forth under the caption
"Eleven Year Financial Review" on pages 14 and 15 in the Company's 1993 Annual
Report, which information is incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
A discussion of the Company's financial condition and results of
operations at and for the dates and periods covered by the consolidated
financial statements set forth in the Company's 1993 Annual Report is set forth
under the caption "Management's Discussion and Analysis" on pages 25 through 27
of the Company's 1993 Annual Report. Such discussion is incorporated herein by
reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following Consolidated Financial Statements of the Company and its
subsidiaries, together with the Independent Auditors' Report, which are set
forth on pages 16 through 24 in the Company's 1993 Annual Report, are
incorporated herein by reference:
Consolidated Statements of Income for each of the three years
in the period ended December 31, 1993
Consolidated Balance Sheets as of December 31, 1993 and 1992
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1993
Notes to Consolidated Financial Statements
The supplementary consolidated financial information regarding the
Company which is required by Item 302 of Regulation S-K is set forth under the
caption "Quarterly Data 1993" on page 14 and "Quarterly Data 1992" on page 15
of the Company's 1993 Annual Report. Such information is incorporated herein
by reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There has been no change of independent accountants by the Company in
the past two fiscal years or subsequently.
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PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to the directors of the Company is set forth in
"Proposal 1 - Election of Directors" under the captions "Nominees,"
"Information Regarding Nominees and Directors" and "Meetings and Committees of
the Board of Directors" in the Company's definitive Proxy Statement for its
1994 Annual Meeting of Shareholders to be held on April 27, 1994 (the "Proxy
Statement"). Such information is incorporated herein by reference. Pursuant
to Instruction 3 of Item 401(b) of Regulation S-K and General Instruction G(3)
of Form 10-K, information relating to the executive officers of the Company is
set forth in Part I, Item 4(A) of this Report under the caption "Executive
Officers of the Registrant." Information regarding compliance by directors and
executive officers of the Company and owners of more than ten percent of the
Company's Common Stock with the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, is set forth in the Proxy
Statement under the caption "Compliance with Section 16(a) of the Securities
Exchange Act of 1934." Such information is incorporated herein by reference.
ITEM 11 - EXECUTIVE COMPENSATION
Information relating to compensation of the executive officers and
directors of the Company is set forth in "Proposal 1 - Election of Directors"
under the caption "Director Compensation" and in "Executive Compensation" in
the Proxy Statement. Such information is incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding ownership of the Company's $2.00 par value
Common Stock by certain persons is set forth in "Voting" under the caption
"Principal Shareholders" and in "Proposal 1 - Election of Directors" under the
caption "Information Regarding Nominees and Directors" and under the caption
"Executive Compensation" in the Proxy Statement. Such information is
incorporated herein by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is aware of no relationships or transactions between the
Company and affiliates of the Company which are required to be reported under
this Item 13.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
1. Financial Statements
The Consolidated Financial Statements and the Independent
Auditors' Report thereon which are required to be filed as
part of this Report are included in the Company's 1993 Annual
Report and are set forth in and incorporated by reference in
Part II, Item 8 hereof. These Consolidated Financial
Statements are as follows:
Consolidated Statements of Income for each of the three years
in the period ended December 31, 1993
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Consolidated Balance Sheets as of December 31, 1993 and 1992
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1993
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The financial statement schedules filed as part of this Report
pursuant to Article 12 of Regulation S-X and the Independent
Auditors' Report in connection therewith are contained in the
Index of Financial Statement Schedules on page S-1 of this
Report. All other schedules for which provision is made in
the applicable accounting regulations of the Securities and
Exchange Commission have been omitted because such schedules
are not required under the related instructions or are
inapplicable or because the information required is included
in the Consolidated Financial Statements or notes thereto.
3. Exhibits
The exhibits required to be filed as part of this Report are
set forth in the Index of Exhibits on page E-1 of this Report.
(b) Reports on Form 8-K:
On October 29, 1993, the Company filed a Current Report on Form 8-K to
report the acquisition of International Envelope Company of Exton, PA.
On November 5, 1993, the Company filed a Current Report on Form 8-K/A
which amended a Current Report on Form 8-K filed September 13, 1993,
and contained required Item 7 Financial Statements and Exhibits.
(c) The exhibits required to be filed as part of this Report are set forth
in the Index of Exhibits on page E-1 of this Report.
(d) The financial statement schedules required to be filed as part of this
Report are set forth in the Index of Financial Statement Schedules on
page S-1 of this Report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AMERICAN BUSINESS PRODUCTS, INC.
BY: /s/ Thomas R. Carmody
------------------------------------
Thomas R. Carmody
President and Chief Executive Officer
DATE: March 25, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE
* F. Duane Ackerman Director March 25, 1994
- ---------------------
F. Duane Ackerman
*John E Aderhold Director March 25, 1994
- ---------------------
John E. Aderhold
* W. J. Biggers Director and March 25, 1994
- ---------------------
W. J. Biggers Chairman of the Board
/s/ Thomas R. Carmody Director, President March 25, 1994
- --------------------- and Chief Executive
Thomas R. Carmody Officer
* Henry Curtis VII Director March 25, 1994
- ---------------------
Henry Curtis VII
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SIGNATURE TITLE DATE
--------- ----- ----
* Herbert J. Dickson Director March 25, 1994
- -----------------------
Herbert J. Dickson
* Robert W. Gundeck Director March 25, 1994
- -----------------------
Robert W. Gundeck
* Hollis L. Harris Director March 25, 1994
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Hollis L. Harris
* W. Stell Huie Director March 25, 1994
- -----------------------
W. Stell Huie
* Thomas F. Keller Director March 25, 1994
- -----------------------
Thomas F. Keller
* G. Harold Northrop Director March 25, 1994
- -----------------------
G. Harold Northrop
* Marvin E. Schmalzried Director March 25, 1994
- -----------------------
Marvin E. Schmalzried
/s/ William C. Downer Vice President-Finance March 25, 1994
- ----------------------- and Chief Financial
William C. Downer and Accounting Officer
* By:/s/ Dawn M. Gray
-------------------------------
Dawn M. Gray,
Attorney-in-Fact
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AMERICAN BUSINESS PRODUCTS, INC.
INDEX OF FINANCIAL STATEMENT SCHEDULES
PAGE
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Independent Auditors' Report S-2
Schedules of the Company and Subsidiaries
V - Plant and Equipment S-3
VI - Accumulated Depreciation and
Amortization of Plant and Equipment S-4
VIII - Valuation Reserves S-5
S-1
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INDEPENDENT AUDITORS' REPORT
American Business Products, Inc.:
We have audited the consolidated financial statements of American Business
Products, Inc. and subsidiaries as of December 31, 1993 and 1992, and for each
of the three years in the period ended December 31, 1993, and have issued our
report thereon dated February 25, 1994; such financial statements and report
are included in your 1993 Annual Report to Shareholders and are incorporated
herein by reference. Our audits also included the consolidated financial
statement schedules of American Business Products, Inc. and subsidiaries
listed in Item 14. These consolidated financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such consolidated financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
DELOITTE & TOUCHE
Atlanta, Georgia
February 25, 1994
S-2
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SCHEDULE V
AMERICAN BUSINESS PRODUCTS, INC. AND SUBSIDIARIES
PLANT AND EQUIPMENT
(IN THOUSANDS)
OTHER CHANGES
BEGINNING ADDITIONS ADD (DEDUCT) ENDING
DESCRIPTION BALANCE AT COST RETIREMENTS DESCRIBE (1) BALANCE
------------------------------------- --------- --------- ----------- ------------- --------
For the Year Ended December 31, 1991:
Land 5,106 251 191 5,076
Buildings and improvements 37,171 3,165 2,150 38,186
Machinery and equipment 87,871 11,140 6,351 92,660
------- ------ ----- -------
TOTAL 130,058 14,556 8,692 135,922
For the Year Ended December 31, 1992:
Land 5,076 295 416 4,955
Buildings and improvements 38,186 3,862 305 41,743
Machinery and equipment 92,660 13,120 3,012 102,768
------- ------ ----- -------
TOTAL 135,922 17,277 3,733 149,466
For the Year Ended December 31, 1993:
Land 4,955 870 115 5,940
Buildings and improvements 41,743 3,615 339 3,456 48,475
Machinery and equipment 102,768 11,496 3,248 10,789 121,805
------- ------ ----- ------ -------
TOTAL 149,466 15,981 3,587 14,360 176,220
(1) Cost of assets acquired from Discount Labels, Inc. on September 1,
1993, $7,600.
Cost of assets acquired from International Envelope Co. on October 28,
1993, $6,760.
S-3
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SCHEDULE VI
AMERICAN BUSINESS PRODUCTS, INC. AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PLANT AND EQUIPMENT
(IN THOUSANDS)
ADDITIONS
CHARGED TO OTHER CHANGES
BEGINNING COSTS AND ADD (DEDUCT) ENDING
DESCRIPTION BALANCE EXPENSES RETIREMENTS DESCRIBE BALANCE
------------------------------------ --------- ---------- ----------- ---------------- ----------
For the Year Ended December 31,1991:
Buildings and improvements 11,638 1,713 905 12,446
Machinery and equipment 46,380 9,240 5,494 50,126
------ ------ ------ ------
TOTAL 58,018 10,953 6,399 62,572
For the Year Ended December 31, 1992:
Buildings and improvements 12,446 1,776 283 13,939
Machinery and equipment 50,126 10,033 2,558 57,601
------ ------ ------ ------
TOTAL 62,572 11,809 2,841 71,540
For the Year Ended December 31, 1993:
Buildings and improvements 13,939 1,945 333 15,551
Machinery and equipment 57,601 11,394 2,774 66,221
------ ------ ------ ------
TOTAL 71,540 13,339 3,107 81,772
S-4
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SCHEDULE VIII
AMERICAN BUSINESS PRODUCTS, INC. AND SUBSIDIARIES
VALUATION RESERVES
(IN THOUSANDS)
ADDITIONS
CHARGED TO OTHER CHANGES
BEGINNING COSTS AND ADD (DEDUCT) ENDING
DESCRIPTION BALANCE EXPENSES DESCRIBE (1) DEDUCTIONS (2) BALANCE
-------------------------------------- ------------ -------- ----------- ----------- -------
For the Year Ended December 31, 1991:
Allowance for doubtful accounts 1,635 1,165 1,142 1,658
For the Year Ended December 31, 1992:
Allowance for doubtful accounts 1,658 1,049 869 1,838
For the Year Ended December 31, 1993:
Allowance for doubtful accounts 1,838 1,072 238 930 2,218
(1) Reserve assumed from Discount Labels, Inc. on September 1, 1993.
(2) Deductions represent uncollectible accounts charged off, less
recoveries.
S-5
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AMERICAN BUSINESS PRODUCTS, INC.
INDEX OF EXHIBITS
Where an exhibit is filed by incorporation by reference to a previously
filed registration statement or report, such registration statement or report
is identified in parentheses.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Articles of Incorporation (Exhibit 3(a), Annual Report on Form 10-K for the fiscal year ended December 31,
1989).
3.2 Restated Bylaws, as amended (Exhibit 3(b), Annual Report on Form 10-K for the fiscal year ended December
31, 1990).
4.1 Note Agreement dated as of October 1, 1990 among the Company and the institutional investors listed on
Schedule I thereto, together with the form of 9.92% Senior Note to be used in connection therewith (Exhibit
4, Annual Report on Form 10-K for the fiscal year ended December 31, 1990).
4.2 Note Agreement dated as of December 1, 1993 among the Company and the institutional investors listed on
Schedule I thereto, together with the form of 5.77% Senior Note to be used in connection therewith.
4.3 Form of Rights Agreement dated as of October 25, 1989 between the Company and Citizens and Southern Trust
Company (Georgia), N.A. (Exhibit 4, Current Report on Form 8-K dated October 25, 1989).
4.4 First Amendment to Rights Agreement dated as of August 10, 1992 between the Company and Wachovia Bank of
North Carolina, N.A., as successor Rights Agent (Exhibit 4(c), Annual Report on Form 10-K for the fiscal
year ended December 31, 1992).
10.1 Executive Compensation Plans and Arrangements:
(a) Supplemental Retirement Income Plan (Exhibit 10(a), Annual Report on Form 10-K for the fiscal year
ended December 31, 1989).
(b) Deferred Compensation Investment Plan (Directors) (Exhibit 10(b), Annual Report on Form 10-K for
the fiscal year ended December 31, 1989).
18
EXHIBIT
NUMBER DESCRIPTION
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(c) Deferred Compensation Investment Plan (Executives) (Exhibit 10(c), Annual Report on Form 10-K for
the fiscal year ended December 31, 1989).
(d) 1981 Stock Option Plan (Exhibit 10(d), Annual Report on Form 10-K for the fiscal year ended
December 31, 1989).
(e) Deferred Compensation Plan for Directors (Exhibit 10(e), Annual Report on Form 10-K for the fiscal
year ended December 31, 1989).
(f) American Business Products, Inc. Executive Retirement Plan dated September 14, 1992 (Exhibit
10(h), Annual Report on Form 10-K for the fiscal year ended December 31, 1992).
(g) 1991 Stock Option Plan, and form of proposed First Amendment thereto.
(h) Form of proposed 1993 Directors Stock Incentive Plan.
10.2 Agreement for the Purchase of Stock dated as of September 21, 1990 by and among the Company, Edward C.
Leavy, Edward C. Leavy, Executor under the will of Jean L. Leavy, and James B. Kauffman relating to the
purchase of Jen-Coat, Inc. (Exhibit 2, Current Report on Form 8-K, dated October 1, 1990).
10.3 (a) Stock Purchase Agreement dated September 1, 1993 among the Company, Home Safety Equipment Co.,
Inc., and William Frederick Conway, Sr., Betty Conway, Allen C. Conway, Winifred Conway Arledge,
William Frederick Conway, Jr., Winifred B. Arledge, QSST Trust #1, Winifred B. Arledge, QSST Trust
#2, Allen C. Conway, QSST Trust #1, Allen C. Conway, QSST Trust #2, Allen C. Conway, QSST Trust
#3, and William Frederick Conway, Jr., QSST Trust #1, William Frederick Conway, Jr., QSST Trust #2
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19
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(Exhibit 2, Current Report on Form 8-K dated September 13, 1993).
(b) Non-Competition Agreement dated as of August 10, 1993 by and among William Frederick Conway, Sr.,
Betty Conway, Allen C. Conway, Winifred Conway Arledge, Sol A. Arledge, and William Frederick
Conway, Jr. and the Company (Exhibit 99.1, Current Report on Form 8-K, dated September 13, 1993).
13 Portions of the inside cover page and pages 14 through 27 of the Company's 1993 Annual Report which are
incorporated herein by reference.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
24 Power of Attorney.
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