1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 1997 Commission file number 17088 -------------- ----- AMERICAN BUSINESS PRODUCTS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-1030529 - -------------------------------------------------------------------------------- (State of Incorporation) (IRS Employer Identification No. 2100 RiverEdge Parkway, Suite 1200, Atlanta, Georgia 30328 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (770) 953-8300 ----------------------------- 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 X No --- --- Common Stock, $2.00 par value 16,408,617 shares ----------------------------- ------------------------------- (Class) (Outstanding at March 31, 1997) Page 1 of 4 2 (3)(4) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 3. Pro Forma Financial Information The accompanying unaudited pro forma condensed consolidated financial statements give effect to the Vanier Sale as if the transaction occurred on December 31, 1995. The pro forma condensed consolidated financial statements of the Company are presented for informational purposes only and their inclusion in this report is not intended to intimate that the pro forma information is a more meaningful indicator of the results of operations than the Company's reported financial results. Further, the pro forma information may not reflect the Company's future results of operations or what the results of operations of the Company would have been had the Vanier Sale occurred at the date indicated. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Dollars in thousands, except per share data) 1997 1996 ---- ---- NET SALES $ 127,048 $ 123,370 --------- --------- COST AND EXPENSES Cost of goods sold 89,807 87,286 Selling and administrative expenses 28,403 26,837 Restructuring expenses -- 3,013 --------- --------- 118,210 117,136 --------- --------- OPERATING INCOME 8,838 6,234 OTHER INCOME (EXPENSES) Interest expense (1,725) (1,817) Miscellaneous-net 4,706 744 (1) --------- --------- INCOME BEFORE INCOME TAXES 11,819 5,161 PROVISION FOR INCOME TAXES 4,444 1,910 --------- --------- NET INCOME $ 7,375 $ 3,251 ========= ========= EARNINGS PER COMMON SHARE $ 0.45 $ 0.20 ========= ========= (1) Does not include interest income of approximately $526 which the Company would have received had the net proceeds of the Vanier Sale been invested in money market instruments throughout the first quarter of 1996. 2 3 Results for the first quarter of 1997 include after tax gains of $1.4 million, or $0.09 per share, on the disposal of realty rendered redundant to operating needs by the Company's plant consolidation program which commenced in the first quarter of 1996 and concluded with the final planned plant closing in the first quarter of 1997. Without the realty gains, the Company would have shown net income of $6.0 million, or $0.36 per share, for the quarter. Actual results for the first quarter of 1996 included a restructuring charge of $2.2 million after tax, or $0.13 per share, related to the plant consolidation program. Also, from the Company's former business forms manufacturing business which the Company sold on December 31, 1996, were revenues of $33.6 million and after tax earnings (expressed net of that part of the restructuring charge that related to Vanier and interest income that would have been earned had the sale proceeds instead been invested in money market instruments throughout the quarter) of $0.6 million, or $0.04 per share, for the first quarter of 1996. Without the restructuring charge and the business forms manufacturing business' revenues and earnings contribution, the first quarter of 1996 would have shown revenues of $123.4 million and net income of $5.5 million or $0.33 per share. 3 4 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 thereunto duly authorized. AMERICAN BUSINESS PRODUCTS, INC. (Registrant) Date: July 23, 1997 \S\ Richard G. Smith -------------------- Richard G. Smith Vice President-Finance and Chief Financial Officer [duly authorized officer and principal financial officer] 4