-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sc8os9/VSCTJb0nLtvExnfaFbCkPWN/4v/0kUWJub2T4izeIbarr6U0mZABM63+L jHvBCIp8fq2al5u7ePK3ng== 0000898430-99-002925.txt : 19990726 0000898430-99-002925.hdr.sgml : 19990726 ACCESSION NUMBER: 0000898430-99-002925 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990723 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVERY DENNISON CORPORATION CENTRAL INDEX KEY: 0000008818 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 951492269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07685 FILM NUMBER: 99669576 BUSINESS ADDRESS: STREET 1: 150 N ORANGE GROVE BLVD CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 6263042000 MAIL ADDRESS: STREET 1: 150 N ORANGE GROVE BLVD CITY: PASADENA STATE: CA ZIP: 91103 FORMER COMPANY: FORMER CONFORMED NAME: AVERY INTERNATIONAL CORP DATE OF NAME CHANGE: 19901030 FORMER COMPANY: FORMER CONFORMED NAME: AVERY PRODUCTS CORP DATE OF NAME CHANGE: 19760518 8-K 1 FORM 8-K ================================================================================ 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): July 23, 1999 ----------------------- AVERY DENNISON CORPORATION (Exact name of registrant as specified in its charter)
Delaware 001-7685 95-1492269 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or Identification Number) organization) 150 N. Orange Grove Boulevard 91103 Pasadena, California (Zip Code) (Address of principal executive offices)
(626) 304-2000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ================================================================================ ITEM 5. Other Events. On July 8, 1999 Vision Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Avery Dennison Corporation, a Delaware Corporation ("Avery Dennison") completed its cash tender offer for all of the common stock, par value $.01 per share ("Common Stock") of Stimsonite Corporation, a Delaware corporation ("Stimsonite") pursuant to an Agreement and Plan of Merger, dated as of June 4, 1999, by and among Purchaser, Avery Dennison and Stimsonite. Purchaser accepted for payment 8,307,660 shares of Common Stock (which included 807,134 shares subject to guaranty of delivery), representing approximately 98.4% of Stimsonite's outstanding shares, for a cash price of $14.75 per share, net to the seller, without interest. The shares were purchased pursuant to a tender offer (the "Offer") commenced on June 10, 1999 to acquire all of the outstanding shares of Stimsonite's Common Stock. On July 9, 1999, Avery Dennison completed the merger of Purchaser with and into Stimsonite. Upon consummation of the merger, Stimsonite became a wholly-owned subsidiary of Avery Dennison, and the stockholders of Stimsonite whose shares were not purchased pursuant to the Offer became entitled to receive $14.75 per share. The total purchase price for Stimsonite was approximately $136 million. The funds used to consummate the acquisition were obtained through issuance of commercial paper and extendible commercial notes (collectively, the "Notes"). Such Notes were issued on customary terms and bear market rates of interest and have maturities of less than 366 days with respect to commercial paper and less than 390 days with respect to extendible commercial notes. ITEM 7. Financial Statements and Exhibits. (c) Exhibits. 2.1 Agreement and Plan of Merger, dated as of June 4, 1999, by and among Purchaser, Avery Dennison and Stimsonite (incorporated herein by reference to Exhibit (c)(1) of the Schedule 14D-1 of Avery Dennison, dated June 10, 1999). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AVERY DENNISON CORPORATION /s/ Robert G. van Schoonenberg ----------------------------------- By: Robert G. van Schoonenberg Title: Senior Vice President, General Counsel and Secretary Dated: July 23, 1999 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 2.1 Agreement and Plan of Merger, dated as of June 4, 1999, by and among Avery Dennison Corporation, Vision Acquisition Corporation and Stimsonite Corporation (incorporated herein by reference to Exhibit (c)(1) of the Schedule 14D-1 of Avery Dennison Corporation, dated June 10, 1999).
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