-----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, FhF8DLwg4aqDSEPxtQvEbstXcjPhHOKd9WCOf8uUmaw2mu3xpUuGXj+cShmmoSMw oGRPLN4wbaRBNLT8/H3lNg== 0001068800-02-000219.txt : 20020814 0001068800-02-000219.hdr.sgml : 20020814 20020814150830 ACCESSION NUMBER: 0001068800-02-000219 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAIL WELL INC CENTRAL INDEX KEY: 0000920321 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 841250533 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12551 FILM NUMBER: 02735433 BUSINESS ADDRESS: STREET 1: 8310 S VALLEY HWY #400 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037908023 MAIL ADDRESS: STREET 1: 8310 S VALLEY HWY #400 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL HOLDINGS INC DATE OF NAME CHANGE: 19940328 8-K 1 form8k.txt MAIL-WELL, INC. FORM 8-K - ------------------------------------------------------------------------------ UNITED STATES 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 August 14, 2002 MAIL-WELL, INC. (Exact Name of Registrant as Specified in its Charter) COLORADO (State or Other Jurisdiction of Incorporation) 1-12551 84-1250533 (Commission File Number) (IRS Employer Identification Number) 8310 S. VALLEY HWY. #400, ENGLEWOOD, CO 80112 (Address of principal executive offices) (Zip Code) 303-790-8023 (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------ Item 9. Regulation FD Disclosure Please see the attached certifications of the company's CEO and CFO pursuant to the Sarbanes-Oxley Act of 2002, Exhibits 99.1 and 99.2, respectively, submitted to the Securities and Exchange Commission ("SEC") on August 14, 2002. Please also see the attached certifications of the company's CEO and CFO pursuant to SEC Order No. 4-460, Exhibits 99.3 and 99.4, respectively, submitted to the SEC on August 14, 2002. Finally, please see the company's press release dated August 14, 2002, Exhibit 99.5. 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 hereunto duly authorized Mail-Well, Inc. --------------- (Registrant) By: /s/ Michel P. Salbaing ------------------------------- Michel P. Salbaing Sr. Vice President and CFO Date: August 14, 2002 EX-99.1 3 exh99p1.txt CERTIFICATION OF PERIODIC REPORT BY CEO Exhibit 99.1 CERTIFICATION OF PERIODIC REPORT -------------------------------- I, Paul V. Reilly, chairman, president and chief executive officer of Mail-Well, Inc. (the "Company"), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ Paul V. Reilly ---------------------------------- Paul V. Reilly Chairman, President and CEO EX-99.2 4 exh99p2.txt CERTIFICATION OF PERIODIC REPORT BY CFO Exhibit 99.2 CERTIFICATION OF PERIODIC REPORT -------------------------------- I, Michel P. Salbaing, senior vice president and chief financial officer of Mail-Well, Inc. (the "Company"), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ Michel P. Salbaing ---------------------------------- Michel P. Salbaing Senior Vice President and CFO EX-99.3 5 exh99p3.txt CERTIFICATION OF COMPANY'S CEO Exhibit 99.3 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Paul V. Reilly, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Mail-Well, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001, of Mail-Well, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Mail-Well, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Paul V. Reilly - ------------------------ Paul V. Reilly August 14, 2002 Subscribed and sworn to before me this 14th day of August 2002. /s/ Phyllis LaChance ---------------------------------- Notary Public My Commission Expires: November 24, 2002 EX-99.4 6 exh99p4.txt CERTIFICATION OF COMPANY'S CFO Exhibit 99.4 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Michel P. Salbaing, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Mail-Well, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001, of Mail-Well, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Mail-Well, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Michel P. Salbaing - ------------------------------- Michel P. Salbaing August 14, 2002 Subscribed and sworn to before me this 14th day of August 2002. /s/ Phyllis LaChance -------------------------------- Notary Public My Commission Expires: November 24, 2002 EX-99.5 7 exh99p5.txt PRESS RELEASE Exhibit 99.5 [CTA Public Relations letterhead] * NEWS * CONTACT: Gregory B. Powell, Senior Vice President and General Manager Bevo Beaven, Vice President CTA Public Relations (303) 665-4200 MAIL-WELL EXECUTIVES FILE CERTIFICATIONS WITH THE SECURITIES AND EXCHANGE COMMISSION ENGLEWOOD, Colo., August 14, 2002 -- Mail-Well, Inc. (NYSE: MWL) announced that Paul V. Reilly, chairman, president and chief executive officer, and Michel P. Salbaing, senior vice president and chief financial officer, submitted sworn statements today to the U.S. Securities and Exchange Commission (SEC) affirming the SEC filings made by the company in 2002. The statements cover Mail-Well's 10-K for 2001, its 10-Qs for the first and second quarters of 2002, its 2002 proxy statement and all 8-Ks filed in 2002 to the date of the statements. The statements, which were submitted in accordance with SEC Order No. 4-460, were reviewed with the company's audit committee. A copy of the statements will be made available on the investor relations page of the company's website at www.mail-well.com and will also be available at the SEC's website at www.sec.gov/rules/extra/ceocfo.htm. Messrs. Reilly and Salbaing also submitted to the SEC certifications with respect to the Form 10-Q filed with the SEC today, in accordance with the Sarbanes-Oxley Act of 2002. Mail-Well also announced that the Form 10-Q filed with the SEC today reflects a change from the previously announced results for the three- and six-month periods ended June 30, 2002, necessitated by the sale of the company's filing products division on August 8, 2002. The proceeds of $36.7 million received from the sale of this operation were as expected, but due primarily to certain obligations and contingencies assumed by Mail-Well in order to complete the transaction, the company recorded an additional impairment loss of $6.1 million in the second quarter. Headquartered in Englewood, Colo., Mail-Well specializes in three multi-billion market segments in the highly fragmented printing industry: commercial printing, envelopes and printed office products. These three divisions achieved sales of $1.9 billion in 2001. Mail-Well divested its label division in May 2002. Mail-Well has over 11,000 employees and more than 80 printing facilities and numerous sales offices throughout North America. This press release may make forward-looking statements, which are subject to various uncertainties and risks that could affect their outcome. Factors that could cause or contribute to differences include, but are not limited to, the ability to execute strategic initiatives including the timely sale of certain assets at favorable prices, economic conditions, product demand and sales, ability to obtain assumed productivity and cost savings, interest rates, foreign currency exchange rates, paper and raw material costs and the ability to pass them through to customers, waste paper prices, postage rates, union relations, competition and competitor's actions, and changes in the direct mail industry. Please refer to the company's 10-K, 10-Qs and other SEC filings for a more detailed discussion of the risks. This press release does not constitute an offer to sell or solicitation of an offer to buy Mail-Well securities. News Releases and other information on Mail-Well can be accessed at www.mail-well.com. ### -----END PRIVACY-ENHANCED MESSAGE-----