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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, 1994.
( ) 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.
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(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
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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
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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 7,
1995 was $166,476,006.
There were 10,662,801 shares of Common Stock outstanding on March 7, 1995.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE
Portions of the registrant's 1994 Annual Report for the fiscal year ended
December 31, 1994, are incorporated by reference in Parts I and II hereof.
Portions of the registrant's Proxy Statement for the 1995 Annual Meeting of
Shareholders to be held on April 26, 1995, 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, custom business forms, and
custom labels. 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.
Business Segments
The Company's product line 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
a wide variety of specialty mailers, envelopes, labels and lightweight
packaging; the printing and production of business forms; and other related
products and services including digital imaging or on-demand printing of
various documents and materials for businesses. The manufacture and
distribution of customized specialty labels is a rapidly 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 utilizing
multi-part forms and envelopes. Business forms products and services include
customized continuous forms for computers and word processors, custom cutsheet
and roll laser paper for laser printers, the imprinting of variable, customized
data on forms, electronic forms, and the management of forms inventories for
customers. Business supplies printing accounted for 76% of the Company's sales
in 1994, 74% in 1993, and 74% in 1992.
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 two large distribution centers. This business
segment accounted for 9% of the Company's sales in 1994, 9% in 1993, and 9% in
1992.
Specialty extrusion coating and laminating 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 segment accounted for 15% of the Company's sales in 1994, 17% in
1993, and 17% of sales in 1992.
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 1994 Annual
Report, which information is incorporated herein by reference. Portions of the
1994 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 36 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.
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Trademarks
The Company holds trademarks which management believes are sufficient
for the operation of its business without any substantial restrictions and
adequate for the operation of each business segment.
Backlog
As of February 28, 1995, the Company had backlogs believed to be firm
of approximately $46.3 million for business supplies printing, approximately
$7.2 million for book manufacturing and approximately $10.7 million for
extrusion coating and laminating. Comparable backlogs as of February 28, 1994
were 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. All present backlogs are expected to be
filled during 1995.
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. No customer or related group of customers in 1994
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 by: (1) using to advantage its
sales force, unusually large for its industries; (2) utilizing its ability to
process numerous small orders efficiently; (3) creating new products and
modifying existing products to meet market needs; and (4) providing faster
and/or more dependable processing and delivery of customer orders. Based on
annual revenues attributable to the production of business supplies, the
Company is a leading U.S. producer of printed business supplies. No competitor
is known to offer a greater range of products than that offered by the Company,
which believes it is among a relatively few companies with the capital
resources to acquire automated equipment necessary to meet market demands and
to maintain multiple work shifts as necessary for timely completion and
delivery of customer orders.
In the envelope industry, which had United States sales of
approximately $2.7 billion in 1994, 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, which offers superior quality, lighter weight and postage
savings to customers in comparison with Kraft paper envelopes of the same size.
Specialty envelopes comprise the strongest sector of this industry and continue
to offer the most favorable growth outlook, according to the Department of
Commerce.
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 1994 were estimated at
approximately $6.67 billion by the United States Department of Commerce. While
this maturing industry has been characterized by strong pricing competition in
recent years and a decline in total industry sales, ABP has increased its sales
volume and market share by introducing new products and improving its
personalized forms inventory management services.
Book printing, which had industry sales of $4.7 billion in 1994, 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 achieved growth
in sales and profits by targeting 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 and
acquiring and utilizing advanced technology to provide high quality service and
broaden the product line.
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Major competitors for the extrusion coating and laminating business
segment, which nationally had 1994 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).
Management believes none of these competitors is superior to Jen-Coat in terms
of quality and service, the factors which have been advantageous to Jen-Coat.
Competition on the basis of pricing intensified beginning in 1993, resulting
in pressure on Jen-Coat's profit margin despite higher sales. The company has
gained some competitive advantage by introducing new products, entering new
markets and further improving its technological capabilities. 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 generally 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.
Environmental Matters
The Company knows of no significant environmental liabilities
involving its operations. (See the Company's accounting policy relating to the
environmental costs as set forth in the Summary of Significant Accounting
Policies, Notes to Consolidated Financial Statement, on page 19 of the 1994
Annual Report.)
Employees
At December 31, 1994, the Company had approximately 4,152 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 Europe"), 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 36
production facilities throughout the United States encompassing approximately
1,924,000 square feet. The Company owns 29 of these facilities while 7 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 50 administrative/sales offices and 10 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 1994 Annual
Report, which information is incorporated herein by reference.
The Company believes that all of its properties and equipment are in
good condition, adequately utilized and suitable for the purposes for which
they are being used.
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ITEM 3 - LEGAL PROCEEDINGS
As of March 20, 1995, there were no material pending legal
proceedings, other than routine litigation incidental to the business, to which
the Company was a party or of which any of it's 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 1994.
ITEM 4 (A) - EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is information as of March 20, 1995 regarding the
executive officers of the Company:
THOMAS R. CARMODY, 61 has been Chairman of the Board of Directors of the
Company since April 1994 and Chief Executive Officer of the Company since 1988.
He previously served as President of the Company from 1985 until April 1994, as
Executive Vice President of the Company from 1982 until 1985 and as Chief
Operating Office of the Company from 1982 until 1988. He has been a director
of the Company since 1983 and has served with the Company or Curtis 1000 Inc.,
a wholly-owned subsidiary of the Company, for over 39 years.
WILLIAM C. DOWNER, 58, 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., a wholly-owned subsidiary of the Company, for
over 27 years.
DAWN M. GRAY, 50, 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., a wholly-owned subsidiary of the Company,
for over 28 years.
ROBERT W. GUNDECK, 52, has been President of the Company since April 1994 and
Chief Operating Officer of the Company since 1993. He previously served as
Executive Vice President of the Company from 1993 until April 1994 and as Vice
President - Corporate Development of the Company from 1990 until 1993. From
1988 until 1990 Mr. Gundeck was Director of Acquisitions and Corporate
Development of the Company. He has been a director of the Company since 1993,
and he has served with the Company for over 7 years.
RICHARD A. LEFEBER, 59, 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., a
wholly-owned subsidiary of the Company, for over 37 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.
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 "Quarterly Data
1994," "Quarterly Data 1993," "Stock Exchange Listing," and "Shareholders of
Record," on pages 14, 15 and 30 of the Company's 1994 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, 1994 is set forth under the caption
"Eleven Year Financial Review" on pages 14 and 15 in the Company's 1994 Annual
Report, which information is incorporated herein by reference.
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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 1994 Annual Report is set forth
under the caption "Management's Discussion and Analysis" on pages 25 through 27
of the Company's 1994 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 1994 Annual Report, are
incorporated herein by reference:
Consolidated Statements of Income for each of the three years
in the period ended December 31, 1994
Consolidated Balance Sheets as of December 31, 1994 and 1993
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1994
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 1994" on page 14 and "Quarterly Data 1993" on page 15
of the Company's 1994 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 or disagreements with independent
accountants by the Company in the past two fiscal years or subsequently.
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
1995 Annual Meeting of Shareholders to be held on April 26, 1995 (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.
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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 TRANSACTION
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 1994 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, 1994
Consolidated Balance Sheets as of December 31, 1994 and 1993
Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 1994
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The financial statement schedule 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 Schedule 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:
No current reports on Form 8-K were filed by the Registrant during the
last quarter of the period covered by this report.
(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
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Thomas R. Carmody
Director, Chairman of the Board
and Chief Executive Officer
DATE: March 20, 1995
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 20, 1995
--------------------------------
F. Duane Ackerman
*John E Aderhold Director March 20, 1995
--------------------------------
John E. Aderhold
/S/ W. J. Biggers Director March 20, 1995
--------------------------------
W. J. Biggers
/S/ Thomas R. Carmody Director, March 20, 1995
--------------------------------
Thomas R. Carmody Chairman of the Board
and Chief Executive Officer
/S/ Henry Curtis VII Director March 20, 1995
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Henry Curtis VII
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SIGNATURE TITLE DATE
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* Herbert J. Dickson Director March 20, 1995
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Herbert J. Dickson
/S/ Robert W. Gundeck Director March 20, 1995
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Robert W. Gundeck
* Hollis L. Harris Director March 20, 1995
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Hollis L. Harris
* W. Stell Huie Director March 20, 1995
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W. Stell Huie
* Thomas F. Keller Director March 20, 1995
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Thomas F. Keller
* G. Harold Northrop Director March 20, 1995
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G. Harold Northrop
* Marvin E. Schmalzried Director March 20, 1995
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Marvin E. Schmalzried
/S/ William C. Downer Vice President-Finance March 20, 1995
- ----------------------- and Chief Financial
William C. Downer and Accounting Officer
* By:/S/ Dawn M. Gray
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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
Schedule of the Company and Subsidiaries
VIII - Valuation Reserves S-3
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, 1994 and 1993, and for each
of the three years in the period ended December 31, 1994, and have issued our
report thereon dated February 24, 1995; such financial statements and report
are included in your 1994 Annual Report to Shareholders and are incorporated
herein by reference. Our audits also included the consolidated financial
statement schedule of American Business Products, Inc. and subsidiaries listed
in Item 14. This consolidated financial statement schedule is 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 schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
/S/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Atlanta, Georgia
February 24, 1995
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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, 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
For the Year Ended December 31, 1994:
Allowance for doubtful accounts 2,218 1,162 1,001 2,379
(1) Reserve assumed from Discount Labels, Inc. on September 1, 1993.
(2) Deductions represent uncollectible accounts charged off, less
recoveries.
S-3
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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
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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).
(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 First Amendment thereto.
E-1
14
(h) Form of 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
(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 Pages 14 through 27, and page 30 of the Company's
1994 Annual Report which are incorporated herein by
reference.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
24 Power of Attorney.
E-2