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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-Q
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
Commission file number 1-12551
MAIL-WELL, INC.
(Exact name of Registrant as specified in its charter.)
COLORADO 84-1250533
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8310 S. Valley Highway, #400 Englewood, CO 80112
(Address of principal executive offices) (Zip Code)
303-790-8023
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
INDICATE BY CHECKMARK 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 / /
As of August 1, 2001, the Registrant had 47,653,248 shares of Common Stock,
$0.01 par value, outstanding.
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PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
3(i) Articles of Incorporation of the Company--incorporated by reference
from Exhibit 3(i) of the Company's Form 10-Q for the quarter ended
September 30, 1997.
3(ii) Bylaws of the Company--incorporated by reference from Exhibit 3.4 of
the Company's Registration Statement on Form S-1 dated September 21,
1995.
4.1.1.1 Form of Certificate representing the Common Stock, par value $0.01
per share, of the Company--incorporated by reference from Exhibit
4.1 of the Company's Amendment No. 1 to Form S-3 dated October 29,
1997 (Reg. No. 333-35561).
4.1.1.2 Form of Indenture between the Company and The Bank of New York,
as Trustee, dated November 1997, relating to the Company's
$152,050,000 aggregate principal amount of 5% Convertible
Subordinated Notes due 2002--incorporated by reference from Exhibit
4.2 to the Company's Amendment No. 2 to Form S-3 dated November 10,
1997 (Reg. No. 333-36337).
4.1.1.3 Form of Supplemental Indenture between the Company and The Bank of
New York, as Trustee, dated November 1997, relating to the
Company's $152,050,000 aggregate principal amount of 5% Convertible
Subordinated Notes due 2002 and Form of Convertible Note--
incorporated by reference from Exhibit 4.5 to the Company's
Amendment No. 2 to Form S-3 dated November 10, 1997 (Reg. No.
333-36337).
4.2 Indenture dated as of December 16, 1998 between Mail-Well I
Corporation ("MWI") and State Street Bank and Trust Company, as
Trustee, relating to MWI's $300,000,000 aggregate principal amount
of 8 3/4% Senior Subordinated Notes due 2008--incorporated by
reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.
4.5 Form of Senior Subordinated Note--Incorporated by reference from the
company's Annual Report of Form 10-K for the year ended December 31,
1998.
10.1 Form of Indemnity Agreement between the Company and each of its
officers and directors--incorporated by reference from Exhibit
10.17 of the Company's Registration Statement on Form S-1 dated
March 25, 1994.
10.2 Form of Indemnity Agreement between Mail-Well I Corporation and each
of its officers and directors--incorporated by reference from
Exhibit 10.18 of the Company's Registration Statement on Form S-1
dated March 25, 1994.
10.3 Form of M-W Corp. Employee Stock Ownership Plan effective as of
February 23, 1994 and related Employee Stock Ownership Plan Trust
Agreement--incorporated by reference from Exhibit 10.19 of the
Company's Registration Statement on Form S-1 dated March 25, 1994.
10.4 Form of M-W Corp. 401(k) Savings Retirement Plan--incorporated by
reference from Exhibit 10.20 of the Company's Registration
Statement on Form S-1 dated March 25, 1994.
10.5 Mail-Well, Inc. 1994 Stock Option Plan, as amended on May 7, 1997--
incorporated by reference from Exhibit 10.56 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997.
10.6 Form of 1994 Incentive Stock Option Agreement--incorporated by
reference from Exhibit 10.22 of the Company's Registration
Statement on Form S-1 dated March 25, 1994.
10.7 Form of the Company Nonqualified Stock Option Agreement--
incorporated by reference from Exhibit 10.23 of the Company's
Registration Statement on Form S-1 dated March 25, 1994.
10.8 Mail-Well, Inc. 1997 Non-Qualified Stock Option Plan--incorporated
by reference from exhibit 10.54 of the Company's Form 10-Q for the
quarter ended March 31, 1997.
10.9 1997 Non-Qualified Stock Option Agreement--incorporated by
reference from exhibit 10.54 of the Company's Form 10-Q for the
quarter ended March 31, 1997.
10.10 Mail-Well, Inc. 1998 Incentive Stock Option Plan--incorporated by
reference from Exhibit 10.58 to the Company's Quarterly report on
Form 10-Q for the quarter ended March 31, 1998.
10.11 Form of 1998 Incentive Stock Option Agreement--incorporated by
reference from Exhibit 10.59 to the Company's Quarterly report on
Form 10-Q for the quarter ended March 31, 1998.
10.12 Credit Agreement dated as of March 16, 1998 among Supremex Inc.,
certain Guarantors, Bank of America National Trust and Savings
Association, as Agent and other financial institutions party
thereto--
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incorporated by reference from Exhibit 10.61 to the Company's
Quarterly report on Form 10-Q for the quarter ended March 31, 1998.
10.13 Participation Agreement dated as of December 15, 1997 among Mail-Well
I Corporation, Keybank National Association, as Trustee and other
financial institutions party thereto--incorporated by reference
from Exhibit 10.62 to the Company's Quarterly report on Form 10-Q
for the quarter ended March 31, 1998.
10.14 Equipment Lease dated as of December 15, 1997 among Mail-Well I
Corporation, Keybank National Association, as Trustee and other
financial institutions party thereto--incorporated by reference
from Exhibit 10.63 to the Company's Quarterly report on Form 10-Q
for the quarter ended March 31, 1998.
10.15 Guaranty Agreement dated as of December 15, 1997 among Mail-Well,
Inc., Graphic Arts Center, Inc., Griffin Envelope Inc., Murray
Envelope Corporation, Shepard Poorman Communications Corporation,
Wisco Envelope Corp., Wisco II, LLC, Wisco III, LLC, Mail-Well I
Corporation, Keybank National Association, as Trustee and other
financial institutions party thereto--incorporated by reference
from Exhibit 10.64 to the Company's Quarterly report on Form 10-Q
for the quarter ended March 31, 1998.
10.16 Receivables Purchase Agreement dated as of July 1, 1999 among
Mail-Well Trade Receivables Corporation, as Seller, Quincy Capital
Corporation, as Issuer, The Alternative Purchasers from Time to
Time Party thereto, Mail-Well I Corporation, as Servicer and Bank
of America National Trust and Savings Association, as
Administrator; and First Amendment thereto--incorporated by
reference from the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
10.17 Purchase and Sales Agreement between Mail-Well I Corporation as
initial Servicer and as Guarantor, The Originators from Time to
Time Party thereto and Mail-Well Trade Receivable Corporation, as
Purchaser dated as of July 1, 1999; and First Amendment
thereto--incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999.
10.18 Servicing Agreement dated as of July 1, 1999 by and among Mail-Well I
Corporation, as Servicer, Mail-Well Trade Receivables Corporation,
as Seller under the Receivables Purchase Agreement and Bank of
America National Trust and Saving Association, as Administrator;
and First Amendment thereto--incorporated by reference from the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
10.19 Merger Agreement and Plan of Merger by and among American Business
Products, Inc., Mail-Well, Inc. and Sherman Acquisition Corporation
dated January 13, 2000--incorporated by reference from Exhibit (c)
(1) to the Registrant's Tender Offer Statement on Schedule 14D-1
filed with the commission on January 21, 2000.
10.20 Change of Control Agreement dated November 15, 1999, between the
Company and Paul V. Reilly--incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended December 31,
1999.
10.21 Change of Control Agreement dated November 15, 1999, between the
Company and Gary Ritondaro--incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended December
31, 1999.
10.22 Change of Control Agreement dated November 15, 1999, between the
Company and Robert Meyer--incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended December 31,
1999.
10.23 Change of Control Agreement dated November 15, 1999, between the
Company and Michael A. Zawalski--incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended December 31,
1999.
10.24 Credit Agreement dated as of February 18, 2000 among Mail-Well I
Corporation, Bank of America, N.A., as Administrative Agent and
Letter of Credit Issuing Bank, ABN AMRO Bank, N.V., as Syndication
Agents, the Bank of Nova Scotia, as Documentation Agent and certain
other financial institutions party thereto--incorporated by
reference from the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
10.25 Security Agreement dated as of February 18, 2000, by and among
Mail-Well I Corporation, Mail-Well, Inc., certain other affiliates
of the Company and Bank of America, N.A., as agent--incorporated
by reference from the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000.
10.26 Second Amendment to Credit Agreement dated as of March 28, 2001 among
Mail-Well I Corporation, Mail-Well, Inc., certain Mail-Well
subsidiaries, Bank of America, N.A., as Administrative Agent and
Letter of Credit Issuing Bank, ABN AMRO Bank, N.V., as Syndication
Agents, the Bank of Nova Scotia, as Documentation Agent and certain
other financial institutions party thereto--incorporated by
reference from the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001.
10.27 Mail-Well, Inc. 2001 Long-Term Equity Incentive Plan--incorporated
by reference from the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001.
10.28 Form of Non-Qualified Stock Option Agreement under 2001 Long-Term
Equity Incentive Plan--incorporated by reference from the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001.
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10.29 Form of Incentive Stock Option Agreement under 2001 Long-Term Equity
Incentive Plan--incorporated by reference from the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.
10.30 Form of Restricted Stock Award Agreement under 2001 Long-Term Equity
Incentive Plan--incorporated by reference from the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.
10.31* First Amendment to Credit Agreement dated as of July 28, 2000 among
Mail-Well I Corporation, Mail-Well, Inc., certain Mail-Well
subsidiaries, Bank of America, N.A., as Administrative Agent and
Letter of Credit Issuing Bank, ABN AMRO Bank, N.V., as Syndication
Agent, the Bank of Nova Scotia, as Documentation Agent and certain
other financial institutions party thereto.
10.32* Third Amendment to Credit Agreement dated as of June 29, 2001 among
Mail-Well I Corporation, Mail-Well, Inc., certain Mail-Well
subsidiaries, Bank of America, N.A., as Administrative Agent and
Letter of Credit Issuing Bank, ABN AMRO Bank, N.V., as Syndication
Agent, the Bank of Nova Scotia, as Documentation Agent and certain
other financial institutions party thereto.
99.1 Consolidating Condensed Financial Statements of MWI ("Issuer"),
Guarantor Subsidiaries, Non-guarantor Subsidiaries and Parent
Guarantor for the periods ending June 30, 2001 and 2000--
incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001.
<FN>
* Filed herewith.
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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.
MAIL-WELL, INC.
(Registrant)
By /s/ Paul V. Reilly
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Date: September 18, 2001 Paul V. Reilly
Chief Executive Officer
By /s/ Michel P. Salbaing
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Date: September 18, 2001 Michel P. Salbaing
Chief Financial Officer
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