-----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, QgHnZ/3XRimaEiTPhWXgBYMqmJKasSCCv3NAIgpvFhy3hzNGbpNmfnayB1xZxNKD OLpjHHYMVMzNubghtICJfA== 0000931763-01-501004.txt : 20010711 0000931763-01-501004.hdr.sgml : 20010711 ACCESSION NUMBER: 0000931763-01-501004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010618 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BWAY CORP CENTRAL INDEX KEY: 0000943897 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 363624491 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12415 FILM NUMBER: 1678408 BUSINESS ADDRESS: STREET 1: 8607 ROBERTS DR STREET 2: STE 250 CITY: ATLANTA STATE: GA ZIP: 30350 BUSINESS PHONE: 4045870888 MAIL ADDRESS: STREET 1: 8607 ROBERTS DRIVE SUITE 250 CITY: ATLANTA STATE: GA ZIP: 30350 FORMER COMPANY: FORMER CONFORMED NAME: BROCKWAY STANDARD HOLDINGS CORP DATE OF NAME CHANGE: 19950413 8-K 1 d8k.txt CURRENT REPORT ================================================================================ 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 earliest event reported): July 10, 2001 Bway Corporation (Exact name of Company specified in its charter) Delaware 0-26178 36-3624491 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 8607 Roberts Drive, Suite 250 Atlanta, Georgia 30350 (Address of principal executive offices) (Zip Code) (770) 645-4800 (Company's telephone number, including area code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The following exhibits are filed herewith: 99.1 Form of letter and attachments sent to certain option holders of Bway Corporation. Item 9. Regulation FD Disclosure. On June 18, 2001, Bway Corporation (the "Company") disseminated a letter and attachments from Jean-Pierre Ergas, Chairman of the Board and Chief Executive Officer, to certain option holders who are eligible to participate in the Company's Stock Option Replacement Program. Included in that letter and attachments were references to certain actions the Company anticipates taking and EBITDA projections. The letter and attachments were sent to the option holders in connection with the Company's current Stock Option Replacement Program and have been filed with the Securities and Exchange Commission as an exhibit to Schedule TO-I/A on July 10, 2001. All statements contained in the letter and attachments, other than historical information, are forward-looking statements. These forward-looking statements represent management's forecast of the results that could be achieved if the Company was to realize the full business potential of current initiatives, which are not expected to be realized, if at all, until after fiscal 2003. These forward-looking statements also include forecasts of Earnings Before Interest, Taxes, Depreciation and Amortization for fiscal 2001, 2002 and 2003, which represent management's current judgment on the nearer-term effects of those initiatives. These forward-looking statements reflect assumptions with regard to coffee sales increases, manufacturing and operating improvements and other matters, including economic profit, revenue, costs, working capital, fixed assets, new contracts, cost reductions, and divestitures. A variety of factors could cause business conditions and the Company's actual results to differ materially from those expected by the Company or expressed in the Company's forward-looking statements. These factors include, without limitation, expected levels of sales not materializing; expected sales volume from new contracts delayed or not materializing; the Company's inability to pay down debt; labor unrest; changes in market price or market demand; changes in raw material costs or availability; loss of business from customers; unanticipated expenses; productivity gains not remaining or continuing; changes in financial markets; potential equipment malfunctions; the timing and costs of plant start-up and closures and the other factors discussed in the Company's filings with the Securities and Exchange Commission. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BWAY CORPORATION By: /s/ Kevin C. Kern ----------------- Kevin C. Kern, Vice President, Administration and CFO Dated: July 10, 2001 -3- EXHIBIT INDEX Exhibit Page - ------- ---- The following Exhibits are filed herewith: 99.1 Form of letter and attachments sent to certain option holders of Bway Corporation. -4- EX-99.1 2 dex991.txt FORM OF LETTER AND AGREEMENT EXHIBIT 99.1 June 18, 2001 Dear , By now you have received correspondence and documents from the Company with regard to BWAY's Stock Option Replacement Program. As you consider your options I feel it is appropriate to give you further insight into the actions we are taking as a company to improve our financial performance and to where that might lead. Page 1 of the attached summarizes our key initiatives currently underway. Page 2 puts these initiatives, along with expected improvement contributions, into our Economic Profit (EP) framework. As you can see the potential is significant. Pages 3 and 4 address our current view of expected total EBITDA (earnings before interest, taxes, depreciation and amortization). Although the expected value of our initiatives suggests significantly higher overall financial performance, experience tells us to be more conservative by including contingencies in our outlook. Please note that this letter and attachments contains privileged insider information and should not be shared with any other individuals. Any misuse of this information could result in penalties under securities laws. Please also note that this letter contains forward-looking statements. These statements represent management's current judgement on what the future holds. As we all know, a variety of factors (without limitation, sales volume, operations issues, change in financial market, etc.) could cause business conditions and the Company's actual results to differ materially from those expressed. The general economic environment has been difficult during recent quarters, particularly within our industry, with inventory corrections and lower levels of sales. Looking forward, our key initiatives are, I believe, solid with well- planned implementation actions currently underway. A significant new momentum can be perceived throughout the Company, and I would like to thank each of you for your efforts to improve our operating performance, and reach a new level of overall financial performance. Regards, Jean-Pierre Ergas Chairman and CEO Current Initiative Framework - Primary Earnings Improvement Drivers ================================================================================ Near-Term Confirmed EBITDA* Improvements (2001-2) . Coffee Sales Increase . Manufacturing - Smaller Plants Rightsizing - Global Manufacturing Rightsizing - Metal Management . Cincinnati Operating Improvements - Aerosol Growth - Operating Improvement * Earnings Before Interest, Taxes, Depreciation and Amortization 1 [Bway Logo] Full Business Potential Process - $Millions ================================================================================ ---------- Economic Profit --------------- | Tax Rate | NOPAT - Cap. Charge |Cost of Capital| ---------- --------------- NOPAT Capital Employed Working Revenue Costs Capital Fixed Assets
.Folgers Contract .Global Mfg Cost Reduct .Continued tight mgmt .Smaller plants Implementation +$5.4 EBITDA and incremental rightsizing (4 to 2: +$7.9 (EBITDA) .Metal Management Improvement Garland, Elizabeth) .Aerosol Growth +$4.0 EBITDA .Divestitures (ATI, Plaze, Seymour) .Cinci Oper Improvement (Platemasters, +$2.0 (EBITDA) +$4.0 EBITDA Chicago Litho, .Potential Plastic Pail .Small Plant Rightsize unused equipment) +$8.8 EBITDA
2 [Bway Logo] EBITDA ================================================================================ $Millions --------- '99 '00 '01F '02F '03F --- ---- ---- ---- ---- 42.9 40.5 32.0 44.5 49.0 ------------------------------------ | Estimates based on current | |initiatives less contingency reserve| ------------------------------------ [BWAY LOGO] 3 EBITDA Analysis ================================================================================ $ Millions FY '00 FY '01 vs. vs. FY '01 FY '02 -------- -------- Fiscal 2000 Actual 40.5 Fiscal 2001 Fcs't 32.0 Major Variances Volume (4.5) 1.5 Folgers Contract (3.9) 5.0 SG&A 2.6 Plant Rightsizing (0.7) 10.8 Cincinnati Operations 3.0 Contingency & Other (2.0) (7.8) ----- ----- Fiscal 2001 Fcs't 32.0 Fiscal 2002 Fcs't 44.5 [BWAY LOGO] 4 -----END PRIVACY-ENHANCED MESSAGE-----