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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 29, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________TO _________.
COMMISSION FILE NUMBER 0-26178
BWAY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
36-3624491
(I.R.S. Employer Identification No.)
8607 Roberts Drive, Suite 250
Atlanta, Georgia 30350
(Address of principal executive offices, including zip code)
770-587-0888
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: Common Stock, par
value $0.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
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________
----------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
As of December 12, 1996, the aggregate market value of the voting stock held by
non-affiliates of BWAY Corporation was approximately $78,990,453.
As of December 12, 1996: 6,531,755 shares of BWAY Corporation's common stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of BWAY Corporation's Proxy Statement to be mailed to
stockholders on or about January 23, 1997 for the Annual Meeting to be held on
February 28, 1997 are incorporated in Part III hereof by reference.
BWAY CORPORATION
TABLE OF CONTENTS
PART I Page
----
Item 1. Business 1
Item 2. Properties 7
Item 3. Legal Proceedings and Regulatory Matters 8
Item 4. Submission of Matters to a Vote of Security
Holders 8
PART II
Item 5. Market for Company's Common Equity and
Related Stockholder Matters 8
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 12
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure 16
PART III
Item 10. Directors and Executive Officers of the
Registrant 16
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial
Owners and Management 16
Item 13. Certain Relationships and Related
Transactions 16
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 17
ii
BWAY CORPORATION AND SUBSIDIARIES
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED SEPTEMBER 29, 1996
PART I
ITEM 1. BUSINESS
--------
GENERAL
BWAY Corporation ("BWAY") (formerly known as Brockway Standard
Holdings Corporation) is a holding company whose principal direct and indirect
subsidiaries, Brockway Standard, Inc. ("BSI"), Brockway Standard (New Jersey),
Inc., Milton Can Company, Inc. and Davies Can Company, Inc. (collectively the
"Company") are leading manufacturers of steel containers for the general line
segment of the North American metal container industry. During fiscal 1996,
BWAY's Board of Directors and stockholders approved an amendment of its
Certificate of Incorporation to change its name from Brockway Standard Holdings
Corporation to BWAY Corporation.
The metal container industry is divided broadly into three segments:
beverage, food and general line (which includes containers for such products as
aerosol, paint and varnish, and automotive products). Management estimates,
based on industry data published by the Can Manufacturers Institute and the
United States Bureau of Statistics, that 1995 industry shipments totaled
approximately 98 billion units to the beverage segment, 31 billion units to the
food segment and 4 billion units to the general line segment. Although the
general line segment constitutes approximately 3% of the unit volume in the
metal container industry, management estimates that it represents approximately
10% of industry revenues. Few companies compete in all three segments, and most
of the companies which serve the beverage and food segments do not compete in
the general line segment.
The Company's principal products include a wide variety of steel cans
and pails used for packaging paint and related products, lubricants, cleaners,
roof and driveway sealants, food (principally coffee, vegetable oil and
vegetable shortening) and household and personal care aerosol products. The
Company also manufactures steel ammunition boxes, and provides metal decorating
services. The Company's products are typically coated on the inside to customer
specifications based on intended use, and are either decorated on the outside to
customer specifications or sold undecorated. The Company markets its products
primarily in North America. The Company's sales to customers located outside of
the United States were less than 5 percent for fiscal 1996. Sales are made
either by the Company's direct sales force or through an agent distribution
network.
Over the past five years, the Company's net sales have grown from
approximately $134.3 million in fiscal 1992 to approximately $283.1 million in
fiscal 1996. Sales growth has been accomplished primarily through acquisitions
in the general line segment and, to a lesser extent, expanded market penetration
in the sales of existing products and new product development.
In January 1989, BWAY and BSI were formed to purchase the metal and
plastic container business of Owens-Illinois Corporation ("Owens-Illinois"). In
June of 1995, BWAY completed an initial public offering ("Initial Public
Offering") of its common stock, par value $.01 per share (the "Common Stock").
The Company operates on a 52/53-week fiscal year ending on the Sunday
closest to September 30 of the applicable year. For simplicity of presentation,
the Company has presented year ends as September 30 and all other periods as the
nearest month end.
1
ACQUISITIONS
The Company completed two strategic acquisitions during fiscal 1996
and one strategic acquisition subsequent to fiscal 1996 year end.
On May 28, 1996, a newly created subsidiary of BWAY named Milton
Acquisition Corp. acquired all the outstanding stock of Milton Can Company, Inc.
("Milton Can") (the "BSNJ Acquisition"). Subsequent to the acquisition Milton
Acquisition Corp. changed its name to Milton Can Company, Inc. and thereafter
changed its name again to Brockway Standard (New Jersey), Inc. ("BSNJ"). BSNJ
participates in the general line segment of the North American metal container
industry, producing products similar to those of the Company. This acquisition
provided geographic expansion for the Company into the northeast United States,
enabling the Company to provide expanded coverage for many of its products and
to many of its customers. The acquired business had revenues of approximately
$55 million for the year ended December 31, 1995, and operated three facilities,
one in Peabody, Massachusetts, and two in Elizabeth, New Jersey. The Company
paid the shareholders of Milton Can approximately $29 million in approximately
equal portions of cash and BWAY stock, and the Company assumed approximately
$12.3 million of debt of the acquired company, which was retired by the Company
at the time of acquisition. The transaction was accounted for using the purchase
method of accounting.
On June 17, 1996 a newly created subsidiary of BSI named Davies
Acquisition Corp. acquired substantially all of the assets of the Davies Can
division of the Van Dorn Company, a wholly-owned subsidiary of Crown Cork & Seal
Company, Inc. (the "DCC Acquisition") Subsequent to the acquisition, Davies
Acquisition Corp. changed its name to Davies Can Company, Inc. ("DCC"). The
business purchased by DCC participates in the general line segment of the North
American metal container industry, producing products similar to those of the
Company. The acquired business had revenues of approximately $55 million for the
year ended December 31, 1995, and operated three facilities, in Covington,
Georgia, Solon, Ohio and York, Pennsylvania. The Company paid approximately $42
million in cash for the assets. The transaction was accounted for using the
purchase method of accounting.
Subsequent to fiscal 1996 year end, on October 28, 1996, a newly
created subsidiary of BWAY named Milton Can Company, Inc. ("MCC") acquired the
assets of the aerosol can business of Ball Metal Food Container Corporation
("BMFCC"), a wholly owned and indirect subsidiary of Ball Corporation in an
asset purchase transaction (the "MCC Acquisition"). The acquired business had
revenues of approximately $45 million for the year ended December 31, 1995 and
operates a single manufacturing facility in Cincinnati, Ohio. MCC produces a
wide range of aerosol cans and operates a material center providing steel
shearing, coating and lithography services. The Company paid approximately $40
million for the business. The transaction was accounted for using the purchase
method of accounting.
These acquisitions represent a continuation of the Company's strategy
of growth in sales and profitability through acquisitions, and provide product
and geographic expansion. Management intends to employ the Company's
historically effective 3R strategic initiative to Rationalize, Reengineer and
Recapitalize these acquisitions.
PRODUCTS AND MARKETS
The Company participates in the container market and currently holds
leading positions in the sale of most of its general line products, with the
notable exception of aerosol products, and holds a strong position in the sale
of coffee and vegetable oil and shortening cans. The Company does not sell
beverage containers. The Company also manufactures steel ammunition boxes and
provides metal decorating services.
The following table sets forth the percentage of net sales of the
Company contributed by the product lines indicated for fiscal 1996, 1995 and
1994. The Company's sales distribution by product line has been affected to some
extent by the recent acquisitions. Metal decorating services have accounted for
less than two percent of net sales.
2
PERCENTAGE OF NET SALES
-------------------------
YEAR ENDED SEPTEMBER 30
-------------------------
PRODUCT 1996 1995 1994
- ------- ---- ---- ----
General Line Containers 78% 73% 76%
Food Cans 17% 23% 19%
Ammunition Boxes 5% 4% 5%
---- ---- ----
Total 100% 100% 100%
GENERAL LINE PRODUCTS
The primary uses for the Company's containers are for paint and related
products, lubricants, cleaners, roof and driveway sealants, charcoal lighter
fluid, household and personal care products. Specific products include round
cans with rings and plugs (typical paint cans), oblong or ''F'' style cans
(typical paint thinner cans), specialty cans (typical PVC or rubber cement cans
and typical brake fluid or automotive products cans) and pails. The Company
produces a full line of these products to serve the specific requirements of a
wide range of customers. The Company's products are typically coated on the
inside to customer specifications based on intended use, and are either
decorated on the outside to customer specifications or sold undecorated. Prior
to May 1996, the only significant general line product which the Company did not
sell was aerosol containers. The BSNJ Acquisition gave the Company a niche
position in the container market for the sale of aerosol products. Subsequent to
the Company's fiscal 1996 year end, the Company increased its position for the
sale of aerosol can products with the acquisition of the aerosol can business of
BMFCC. Most of the Company's products are manufactured in facilities that are
strategically located to allow the Company to deliver product to a majority of
customer filling locations for such products within a one day transit time.
Paint Cans. The Company produces round paint cans in sizes ranging from one
quarter pint to one gallon, with one gallon paint cans representing the majority
of all paint can sales.
Oblong or ''F'' Style Cans. Oblong or ''F'' style cans are typically used
for packaging paint thinners, lacquer thinners, turpentine, deglossers and
similar paint related products, charcoal lighter fluid and waterproofing
products. The Company produces oblong cans in sizes ranging from three ounces to
one imperial gallon.
Specialty Cans. Utility cans include small screw top cans which typically
have an applicator or brush attached to a screw cap and are used for PVC pipe
cleaner, PVC cement and rubber cement. Cone top cans are typically used for
packaging specialty oils and automotive after-market products including brake
fluid, gasoline additives and radiator flushes. The Company also produces
various specialty containers.
Aerosol Cans. Aerosol cans are typically used for packaging various
household and industrial products, including paint and related products,
personal care products, lubricants and insecticides. The Company produces a
variety of sizes, which are generally decorated to customer specifications.
Pails. Pails are typically used for packaging paint and related products,
roof and driveway sealants, marine coatings, vegetable oil, and water repellent.
Pails may be either ''closed head'' for easy pouring products, or ''open head''
for more viscous products, with a lid which is crimped on after filling. The
Company manufactures steel pails in sizes ranging from 2 to 7 gallons.
3
FOOD PRODUCTS/COFFEE CANS
The Company produces cans for coffee, vegetable oil and vegetable
shortening, with coffee accounting for the majority of sales. The Company
produces coffee cans in sizes commonly referred to as 1 pound, 2 pound and 3
pound, and various smaller specialty coffee can sizes and shapes. Coffee cans
are sold to nationally known coffee processing and marketing companies and are
typically printed to customer specifications. Coffee beans are imported into the
United States for processing primarily through four ports of entry: New Orleans,
Louisiana; Norfolk, Virginia; Jacksonville, Florida and San Francisco,
California. The Company does not participate in the sale of sanitary food cans
which include cans in which soups, stews, vegetables, pie fillings and other
foods are actually cooked in the can.
AMMUNITION BOXES
The Company manufactures a variety of ammunition boxes. These containers
provide a hermetic seal, are coated with a corrosion-resistant finish and are
used to package small arms ammunitions and other ordnance products. The Company
sells ammunition boxes to the U.S. Department of Defense as well as to major
domestic and foreign producers of ordnance.
CUSTOMERS
The Company sells its metal containers to a large number of customers in
numerous industry sectors. Sales to the Company's ten largest customers
accounted for approximately 39% of sales in fiscal 1996. During fiscal 1996,
sales to The Procter & Gamble Company (including its wholly owned subsidiary,
The Folger Coffee Company) accounted for approximately 13% of sales during the
period.
RAW MATERIALS
The Company's principal raw materials consist of tinplate, blackplate and
cold rolled steel, various coatings, inks and compounds. Steel products
represent the largest component of raw material costs. Tinplate steel is used in
the production of cans for food products, paints, and a wide range of industrial
and consumer products. Essentially all of the Company's products are
manufactured from tinplate steel, except for pails and ammunition boxes, which
are manufactured from blackplate and cold rolled steel.
Various domestic steel producers supply the Company with tinplate steel.
Procurement from suppliers depends on the suppliers' product offering, product
quality, service and price. Because a significant number of reliable suppliers
produce the steel used in the Company's process, management believes that it
would be able to obtain adequate replacement supplies in the market should one
of the current suppliers discontinue supplying the Company. The Company is
working with other companies to lower the overall cost of its steel
requirements. Tinplate consumers typically negotiate late in the year for the
next calendar year on terms of volumes and price. Terms agreed to have
historically held through the following year, but there is no assurance that
this practice will remain unchanged in the future.
Steel prices have historically been adjusted as of January 1 of a calendar
year. Most steel producers have announced their intentions to increase prices
for tinmill products by approximately 2.5% to 3.0%, and cold rolled products by
approximately 3.0% to 5.0% effective January 1, 1997. The Company has
historically arranged for raw material prices which are lower than those
publicly announced by its suppliers, although there can be no assurances that
this practice will continue.
In addition to steel products, the Company purchases various coatings,
inks, and compounds used in the manufacturing process. Based on ready
availability of these materials in the past and the number of current
manufacturers, management does not anticipate any shortages or supply problems
in the future.
4
SEASONALITY
Sales of certain of the Company's products are to some extent seasonal,
with sales levels generally higher in the second half of the Company's fiscal
year. On an aggregate basis, however, the Company's sales have not been
significantly affected by seasonality.
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
The Company is subject to a broad range of federal, state and local
environmental and workplace health and safety requirements, including those
governing discharges to air and water, the handling and disposal of solid and
hazardous wastes, and the remediation of contamination associated with the
releases of hazardous substances. The Company believes that it is in
substantial compliance with all material environmental, health and safety
requirements. In the course of its operations, the Company handles hazardous
substances. As is the case with any industrial operation, if a release of
hazardous substances occurs on or from the Company's facilities or at offsite
waste disposal sites, the Company may be required to remedy such release. There
were no material capital expenditures relating to environmental compliance in
fiscal 1996, and none are expected for fiscal 1997.
Pursuant to the terms of the Company's 1989 acquisition of certain
facilities from Owens-Illinois, its fiscal 1996 acquisition of facilities from
Van Dorn Company ("Van Dorn"), the acquisition of the stock of Milton Can and
the fiscal 1997 acquisition of the Cincinnati facility from BMFCC, the sellers
in each transaction are obligated, subject to certain limitations, to indemnify
the Company for certain environmental matters related to the facilities or
businesses they conveyed. Notwithstanding such indemnifications, the Company
could bear liability in the first instance for indemnified environmental
matters, subject to obtaining reimbursement. There can be no assurance that the
Company will receive reimbursement with respect to the indemnified environmental
matters.
Environmental investigations voluntarily conducted by the Company at its
Homerville, Georgia facility in 1993 and 1994 detected certain conditions of
soil and groundwater contamination, that predated the Company's 1989 acquisition
of the facility from Owens-Illinois. Such contamination is subject to
indemnification by Owens-Illinois. The Company and Owens-Illinois have entered
into a supplemental agreement affirming Owens-Illinois's responsibility for this
matter and establishing procedures for Owens-Illinois's investigation and
remediation of the contamination. In 1994, the Georgia Department of Natural
Resources ("DNR") determined that further investigation must be completed before
DNR decides whether corrective action is needed. Owens-Illinois's investigation
of the contamination is continuing. Management does not believe that the final
resolution of this matter will have a material adverse effect on the results of
operations or financial condition of the Company.
The Cincinnati facility, which was acquired from BMFCC, is listed on
environmental agency lists as a site that may require investigation for
potential contamination. The listings could result in a requirement for the
Company to investigate and remediate the facility. To date, no agency has
required such action and the cost of any investigation or remediation can not be
reasonably estimated. BMFCC has agreed to indemnify the Company for certain
costs associated with any such required investigation or remediation. At the
Peabody , Massachusetts facility, which is currently leased by BSNJ, groundwater
remediation is underway. The owner of the facility has agreed to retain all
liability for the remediation. In addition, the former shareholders of Milton
Can, subject to certain limitations, indemnified the Company for liabilities
associated with the contamination. Management believes that neither of these
matters are likely to have a material adverse effect on the results of
operations or financial condition of the Company.
Certain facilities of the Company have been identified as potentially
responsible parties ("PRP") at six waste disposal sites and received a request
for information for a seventh site pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA"). These matters are, subject
to certain limitations, indemnified by the sellers of the relevant subsidiaries.
Management believes that none of these matters will have a material adverse
effect on the results of operations or financial condition of the Company.
Because liability under CERCLA is retroactive, it is possible that in the future
the Company may be identified as a PRP with respect to other sites.
5
COMPETITION
The market for steel containers is competitive, and the Company faces
competition from a number of sources in most of its product lines. Competition
is based primarily on price, quality, service, and, to a lesser extent, product
innovation. The Company believes that its low cost and high quality products,
the geographic location of the Company facilities which provide national
coverage for most products and to most customers, and its commitment to strong
customer relationships enable it to compete effectively.
Manufacturers of steel containers have historically faced competition from
other materials, primarily plastic and fiberboard. Steel containers offer a
number of significant advantages over alternative materials, including fire
safety (critical in many products packaged in paint, oblong and specialty cans),
the capacity for vacuum packaging (important to coffee producers) and ability to
contain aggressive products (primarily certain solvent-based products).
EMPLOYEES
As of September 29, 1996, the Company employed approximately 1330 hourly
workers and 365 salaried employees. On October 28, 1996, the Company acquired
the aerosol can business of BMFCC, increasing the Company's number of hourly and
salary employees by 337 and 54 respectively. Management believes labor
relations at all facilities are satisfactory and believes that the flexibility
of its work force enhances the Company's efficient use of labor on production
lines with uneven or seasonal demand and its responsiveness to customer needs.
Certain of the Company's employees are represented by various unions. As of
September 29, 1996, BSI and its subsidiary DCC together had 186 union employees
at two facilities covered by three separate collective bargaining agreements.
As of September 29, 1996, BSNJ had 275 union employees at three facilities
covered by four separate collective bargaining agreements. The Company is in
the process of closing one of these facilities, located in Peabody,
Massachusetts and has executed plant closing agreements pursuant to which the
two collective bargaining agreements for such facility will cease during the
first or second quarter of fiscal 1997. On October 28, 1996, MCC had 337 union
employees at one facility covered by three separate collective bargaining
agreements. During fiscal 1997, in addition to the above mentioned plant
closing agreements, two collective bargaining agreements will expire, one
covering 16 employees and the other covering 200 employees.
Management believes that safety performance, which is often considered as
an indicator of worker involvement, training and attitude, has been excellent at
the Company's facilities. In addition to worker attentiveness to safety,
employees are also actively involved in various quality and productivity
initiatives.
6
ITEM 2. PROPERTIES
----------
The following table sets forth certain information with respect to the
Company's headquarters and manufacturing plants, as of December 1, 1996.
APPROXIMATE
LOCATION SQUARE FOOTAGE TYPE OF INTEREST
- -------- -------------- ----------------
Atlanta, Georgia (Headquarters) 16,000 Leased
Chicago, Illinois 141,000 Owned
Dallas, Texas (Thompson) 110,000 Owned
Dallas, Texas (Southwestern) 73,000 Owned
Fontana, California 72,000 Leased
Franklin Park, Illinois 92,000 Leased
Garland, Texas 78,000 Leased
Homerville, Georgia 427,000 Owned
Memphis, Tennessee 51,000 Leased
Picayune, Mississippi 60,000 Leased
Elk Grove, Illinois 15,000 Leased
Solon, Ohio 220,000 Owned
York, Pennsylvania 97,000 Owned
Elizabeth, New Jersey 209,000 Leased
Elizabeth, New Jersey 41,000 Leased
Peabody, Massachusetts 85,000 Leased
Cincinnati, Ohio 469,000 Owned
In September of 1996 the Company closed its Covington, Georgia plant, the
equipment and business of which was acquired as part of the DCC Acquisition.
The facility was closed and the majority of the equipment and business was
assigned to other Company plants as part of the Company's ongoing
rationalization strategy. The facility was leased as part of the DCC
Acquisition and there are no continuing lease obligations. On September 12,
1996 the Company announced its intent to close its Peabody, Massachusetts plant,
which lease obligations were assumed as part of the BSNJ Acquisition, during the
first quarter of fiscal 1997. The majority of the equipment and business will
be assigned to other Company locations. The Company's lease obligation on the
Peabody facility expires on September 30, 1997. The Company will move its
Memphis, Tennessee operation to a larger facility to accommodate production
changes associated with the Company's rationalization program. The move is
expected to be finalized during the first quarter of fiscal 1997. Management
does not expect any loss of business or significant disruption during the
relocation process. Although the Company has not announced plans to close any
other specific facilities, management will continue to evaluate various
alternatives to close plants and relocate equipment and product lines between
plants as part of its continuing rationalization strategy.
The Company believes that its facilities are adequate for its present needs
and that its properties are generally in good condition, well maintained and
suitable for their intended use.
7
ITEM 3. LEGAL PROCEEDINGS AND REGULATORY MATTERS
----------------------------------------
LITIGATION
The Company is involved in certain proceedings relating to environmental
matters as described under Item 1. "Business - Environmental, Health and Safety
Matters."
The Company is also involved in legal proceedings from time to time in the
ordinary course of its business. There are no such currently pending
proceedings which are expected to have a material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No matters were submitted during the fourth quarter of fiscal 1996 to a
vote of security holders of the Company through the solicitation of proxies or
otherwise.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
----------------------------------------------------------------------
As of December 12, 1996, there were 84 holders of record and approximately
2,200 beneficial owners of the Common Stock. Because BWAY Corporation is a
holding company, its ability to pay dividends is substantially dependent upon
the receipt of dividends or other payments from its subsidiaries. The Company's
Credit Agreement dated June 17, 1996 as amended (the "Credit Agreement"), among
BWAY, BSI, BSNJ, MCC, DCC, Bankers Trust Company, NationsBank, N.A. (South) and
various other lenders, restricts the ability of BWAY and its subsidiaries to pay
dividends or make other payments, and places certain restrictions on the Company
with regard to incurring additional indebtedness, other than certain specified
indebtedness. Any future determination to pay dividends will be made by the
Board of Directors in light of the Company's earnings, financial position,
capital requirements, credit agreements, business strategies and such other
factors as the Board of Directors deems relevant at such time. The Company has
not otherwise paid any cash distributions or other dividends on the Common Stock
and presently intends to retain its earnings to finance the development of its
business for the foreseeable future.
On May 28, 1996, in connection with the BSNJ Acquisition, BWAY issued an
aggregate 810,970 shares of BWAY common stock (in addition to cash and notes) to
19 persons who were the stockholders of Milton Can prior to the BSNJ
Acquisition. This issuance was not registered under the Securities Act of 1933,
as amended (the "Securities Act"), in reliance on exemptions provided by Section
4(2) of the Securities Act for transactions by an issuer not involving any
public offering. See Item 1. "Business - Acquisitions."
8
The Company's Common Stock was traded on the Nasdaq National Market under
the symbol "BWAY" for all of fiscal 1996. Since November 20, 1996 the Company's
Common stock has been traded on the New York Stock Exchange under the symbol
"BY". The table below sets forth the high and low bid information for the Common
Stock for each quarterly period during the last two fiscal years after the
Initial Public Offering. Prior to the Initial Public Offering, there was no
established public trading market in the Common Stock.
FISCAL QUARTER HIGH LOW
-------------------- ------- -------
Third quarter, 1995 $15.75 $14.50
Fourth quarter, 1995 $17.75 $14.50
First quarter, 1996 $17.75 $15.31
Second quarter, 1996 $16.25 $12.50
Third quarter, 1996 $19.63 $11.50
Fourth quarter, 1996 $18.75 $16.75
The bid information set forth above reflects inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
The selected historical consolidated financial data as of and for each of
the years in the five years ended September 30, 1996 have been derived from the
audited consolidated financial statements of the Company. The results of
operations include the results of acquisitions described under "Business--
Acquisitions" contained in Item 1 of this report and have been included in the
Company's consolidated financial statements from the date of the related
acquisitions. The selected consolidated financial data is qualified by, and
should be read in conjunction with, ''Management's Discussion and Analysis of
Financial Condition and Results of Operations'' contained in Item 7 of this
report and with the Company's consolidated financial statements and the related
notes thereto included in Item 8 of this report.
9
FISCAL YEAR ENDED SEPTEMBER 30, (1)
--------------------------------------------------
1996 1995 1994 1993(2) 1992
-------- -------- -------- -------- --------
(In thousands except per share data)
INCOME STATEMENT DATA:
NET SALES $283,105 $247,480 $224,701 $180,963 $134,282
-------- -------- -------- -------- --------
COSTS, EXPENSES AND OTHER INCOME
Cost of products sold (excluding depreciation and amortization) 234,518 206,262 191,836 156,078 115,054
Depreciation and amortization 7,425 5,940 5,057 3,150 1,686
Selling and administrative expense (3) 16,812 12,164 11,659 8,761 8,517
Provision for settlement costs (4) 1,300
Provision for restructuring (5) 12,860
AB Leasing fees and expenses (6) 1,389 1,318 1,284 1,126
AB Leasing termination expense 1,995
Interest expense, net 4,872 5,211 5,730 2,795 1,132
Other, net (340) (275) 100 8 (7)
-------- -------- -------- -------- --------
276,147 232,686 215,700 172,155 128,808
INCOME BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING 6,958 14,794 9,001 8,887 5,474
Provision for income taxes 3,239 6,021 3,756 3,731 2,052
-------- -------- -------- -------- --------
INCOME BEFORE EXTRAORDINARY ITEM AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING 3,719 8,773 5,245 5,156 3,422
-------- -------- -------- -------- --------
Extraordinary loss resulting from the extinguishment of debt , net of
tax benefit (7) (2,535)
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING 1,184 8,773 5,245 5,156 3,422
-------- -------- -------- -------- --------
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR POSTEMPLOYMENT BENEFITS -
Net of related tax benefit of $137 (8) (213)
NET INCOME $1,184 $8,773 $5,032 $5,156 $3,422
======== ======== ======== ======== ========
PER SHARE DATA:
Income before extraordinary item and cumulative effect of change in
accounting $.59 $1.85 $1.27 $1.27 $0.84
Extraordinary item (0.40)
Change in accounting (0.05)
-------- -------- -------- -------- --------
Net income $0.19 $1.85 $1.22 $1.27 $0.84
======== ======== ======== ======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
6,273 4,731 4,137 4,071 4,064
======== ======== ======== ======== ========
10
September 30,
(1)
----------------------------------------------------------------
1996 1995 1994 1993 1992
--------- -------- ---------- -------- -------
BALANCE SHEET DATA:
Working capital $ 20,509 $ 38,811 $ 14,371 $ 8,938 $ 2,830
Property, plant and equipment, net 94,800 67,668 58,996 54,816 26,193
Total assets 245,133 167,958 137,220 136,507 54,823
Long-term debt (including current
maturities) 95,198 50,218 55,476 55,797 7,096
Redeemable common stock 2,682
Stockholders' equity 72,629 65,837 27,015 23,917 18,711
(1) The Company operates on a 52/53-week fiscal year ending on the Sunday
closest to September 30 of the applicable year. For simplicity of
presentation, the Company has presented year ends as September 30 and all
other periods as the nearest month end.
(2) Fiscal 1993 was a 53-week year. The results of operations for the year
ending September 30, 1993 include the results from the following
acquisitions. On March 4, 1993, BSI acquired certain equipment,
intellectual property and other assets related to Ellisco, Inc.'s Monotop
business. On April 27, 1993, BSI acquired all of the stock of Armstrong
Containers, Inc. (formerly Armstrong Industries, Inc.). On May 27, 1993 BSI
acquired substantially all of the assets of DK Container, Inc.
(3) In fiscal 1992, selling, general and administrative expenses included
$698,000 of bad debt expense relating to the bankruptcy of a major
customer.
(4) Provision for costs related to a negotiated settlement of litigation.
(5) During the fourth quarter of fiscal 1996, the Company recorded a non-
recurring, non-cash restructuring charge comprised of a write-down of
certain assets. See Note 13 of the Notes to Consolidated Financial
Statements set forth in Item 8.
(6) The Company was party to a management agreement (the ''Management
Agreement'') with AB Leasing and Management, Inc. (''AB Leasing'') whereby
the Company paid to AB Leasing an annual fee (the ''AB Leasing Fee'') based
upon a formula, plus reimbursement for expenses. See Note 12 of the Notes
to Consolidated Financial Statements set forth in Item 8. The Company and
AB Leasing terminated the Management Agreement upon the consummation of the
Initial Public Offering. Pursuant to the termination agreement the Company
issued 133,000 shares of Common Stock to AB Leasing prior to the
effectiveness of the Initial Public Offering. The Company recorded a non-
recurring, non-cash, pre-tax charge to operations of $1,995,000 ($1,200,000
net of tax effect) in connection therewith in the period in which such
shares were issued.
(7) The Company recorded an extraordinary loss related to the prepayment of the
$50 million principal amount of 8.35% Senior Secured Notes during the third
quarter of fiscal 1996.
(8) Effective October 1, 1993, the Company changed its method of accounting for
post employment benefits as a result of adopting Statement of Financial
Accounting Standards No. 112 which resulted in a one-time non-cash charge
of $213,000 and had no material subsequent impact on income from
operations.
11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
- -------------
The following discussion should be read in conjunction with the Company's
consolidated financial statements and related notes thereto included elsewhere
in Item 8 of this report.
GENERAL
Industry
The Company currently derives substantially all of its revenues from the
sale of steel containers manufactured at the Company's plants. The specific
metal packaging markets in which the Company competes are generally mature and
stable. On average, domestic industry growth rates have historically followed US
GDP growth rates. Management believes that companies that have managed sustained
growth in these markets above the GDP level have typically accomplished this
growth primarily through acquisitions. Industry consolidation has occurred
during recent years.
Sales Growth
The Company's net sales have grown at a compounded annual rate of 16.5%
from 1991 through 1996 primarily as a result of acquisitions during this period
and, to a lesser extent, market penetration in key existing product segments and
new product development. The acquisitions have strengthened and expanded the
Company's position in key product and geographic markets and, through
consolidation, have enabled the Company to achieve operating synergies.
Raw Materials
The largest component of cost of sales is tinplate steel, which is
currently supplied by large, national manufacturers. Tinplate prices have
historically been negotiated once per year, with changes effective January 1,
and have typically remained stable for the subsequent one year period. The
Company is working with other companies to lower the overall cost of its steel
purchases. Tinplate consumers typically negotiate late in the year for the next
calendar year on terms of volumes and price. Terms agreed to have historically
held through the following year, but there is no assurance that this practice
will remain unchanged in the future.
Steel prices have historically been adjusted as of January 1 of a calendar
year. Most steel producers have announced their intentions to increase prices
for tinmill products by approximately 2.5% to 3.0%, and cold rolled products by
approximately 3.0% to 5.0% effective January 1, 1997. The Company has
historically arranged for raw material prices which are lower than those
publicly announced by its suppliers, although there can be no assurances that
this practice will continue.
12
Gross Profit Margins
Continuous advances in manufacturing productivity and cost reduction have
been critical to the Company's ability to improve margins. The BSNJ Acquisition
and the DCC Acquisition during fiscal 1996 and the acquisition of BMFCC's
aerosol business subsequent to fiscal year 1996 are expected to increase the
Company's sales by approximately 60%. These acquired sales have historically
provided lower gross margins than those reported by the Company. The Company's
objective is to maximize synergies by employing the historically successful 3R
strategic initiative to Rationalize, Reengineer and Recapitalize these acquired
businesses. Although employee termination costs in connection with plant
rationalizations, administrative workforce reductions, and other plant exit
costs associated with the recent acquisitions have been accrued for through
purchase accounting adjustments, the Company incurred in fiscal 1996, and will
incur in fiscal 1997, other non-recurring costs which under current accounting
pronouncements will be charged against operating gross margins. As a result of
the lower margins of the acquired businesses and the effect of rationalization
initiatives, overall margins for the Company decreased during the fourth quarter
of fiscal 1996 and are expected to be lower during 1997. Management's objective
is to return to historical gross margin levels through employment of the 3R
initiative.
RESULTS OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1996 (FISCAL 1996) COMPARED TO YEAR ENDED SEPTEMBER 30,
1995 (FISCAL 1995).
Net Sales. Net sales for fiscal 1996 were $283.1 million, an increase of
$35.6 million or 14.4% from $247.5 million in fiscal 1995. The increase resulted
primarily from the BSNJ Acquisition and the DCC Acquisition late in the third
quarter of fiscal 1996. Fiscal 1996 sales excluding the acquisitions were up
slightly over fiscal 1995.
Cost of Products Sold. Cost of products sold (excluding depreciation and
amortization) in fiscal 1996 was $234.5 million, an increase of $28.3 million or
13.7% from $206.3 million in fiscal 1995. The increase is primarily
attributable to increased sales from the acquisitions. Cost of products sold as
a percent of sales decreased to 82.8% in fiscal 1996 from 83.3% in fiscal 1995.
The Company's facilities existing prior to the BSNJ Acquisition and the DCC
Acquisition realized reductions in cost of products sold as a percent of sales
as a result of ongoing initiatives to reduce cost and increase productivity
through rationalization and capital initiatives, and as a result of more
effective steel purchasing. Gains were more than offset by higher costs at the
recently acquired facilities where the Company has initiated an aggressive
rationalization program. Although employee termination costs in connection with
plant rationalizations, administrative workforce reductions, and other plant
exit costs associated with the recent acquisitions have been accrued for through
purchase accounting adjustments, the Company incurred in fiscal 1996, and will
incur in fiscal 1997, other non-recurring costs which, under current accounting
pronouncements, will be charged against operating income.
Income before Income Taxes, Extraordinary Item and Cumulative Effect of
Change in Accounting. Income before income taxes, extraordinary items and
cumulative effect of change in accounting for fiscal 1996 was $7.0 million, a
decrease of $7.8 million or 53.0% from $14.8 million in fiscal 1995. The
achieved gains described above were more than offset by a non-cash restructuring
charge of $12.9 million (before taxes) recorded during fiscal 1996. The
restructuring charge was due to increased volumes resulting from the
acquisitions providing the opportunity for the Company to consolidate certain of
its manufacturing processes to improve efficiencies, which will result in the
disposal of surplus equipment and currently productive manufacturing equipment
beginning in early fiscal 1997 and ending in fiscal 1998. When fully
implemented, the rationalization is expected on an overall basis to result in
reduced overhead expense and enhanced operational efficiencies. Depreciation and
amortization increased from $5.9 million in fiscal 1995 to $7.4 million in
fiscal 1996 due to the recent acquisitions and as a result of capital spending
related to the Company's cost reduction and productivity improvement
initiatives. Selling and administrative expense of $16.8 million for fiscal 1996
increased from $12.2 million in fiscal 1995, primarily due to the recent
acquisitions and building corporate infrastructure to support the recent
acquisitions, continued growth plans and the increased costs associated with
being a public company. Net interest expense decreased to $4.9 million in fiscal
1996 from $5.2 million in fiscal 1995, as the benefits accrued from the cash
received from the Initial Public Offering were partially offset by interest on
borrowings to finance the acquisitions late in the year.
13
Net Income. Net Income for fiscal 1996 was $1.2 million, a decrease of $7.6
million from fiscal 1995. In addition to the factors mentioned above, the
Company recorded an extraordinary charge of $2.5 million (after tax) associated
with the early repayment of the Company's debt.
YEAR ENDED SEPTEMBER 30, 1995 (FISCAL 1995) COMPARED TO YEAR ENDED SEPTEMBER
30, 1994 (FISCAL 1994).
Net Sales. Net sales for fiscal 1995 were $247.5 million, an increase of
$22.8 million or 10.1% from $224.7 million in fiscal 1994. The increase resulted
primarily from higher unit sales for nearly all products due to increased market
demand and, to a lesser extent, a price increase implemented on most products
effective January 1, 1995 in response to steel cost increases. Higher unit sales
resulted in part from the Company's October 1994 introduction of newly designed
steel pails meeting the new U.S. Department of Transportation (''DOT'')
regulations for pails containing certain volatile materials.
Cost of Products Sold. Cost of products sold in fiscal 1995 was $206.3
million, an increase of $14.4 million or 7.5% from $191.8 million in fiscal
1994. The increase resulted from higher unit sales and increases in raw material
prices. Cost of products sold as a percent of sales decreased to 83.3% in fiscal
1995 from 85.4% in fiscal 1994. The improvement is largely attributable to
realized efficiencies from recent capital projects and rationalization programs.
Income before Income Taxes, Extraordinary Item and Cumulative Effect of
Change in Accounting. Income before income taxes, extraordinary item and
cumulative effect of change in accounting for fiscal 1995 was $14.8 million, an
increase of $5.8 million or 64.4% from $9.0 million in fiscal 1994. The increase
was partially due to the reasons described above. Depreciation and amortization
increased from $5.1 million in fiscal year 1994 to $5.9 million in fiscal 1995
as the result of capital spending related to the Company's cost reduction and
productivity improvement initiatives. Selling and administrative expense of
$12.2 million for fiscal year 1995 increased from $11.7 million in fiscal 1994,
primarily due to the requirements of being a public company. Fiscal year 1995
included a one-time, non-cash charge of $2.0 million associated with the
Company's termination of AB Leasing management contract. Interest expense
decreased to $5.2 million in fiscal 1995 from $5.7 million in fiscal 1994 due to
the reduction of the Company's debt through application of the proceeds of the
Initial Public Offering.
Net Income. Net Income for fiscal 1995 was $8.8 million, an increase of
$3.8 million over fiscal 1994. The first quarter of fiscal 1994 included a
charge for the cumulative effect of change in accounting of $213,000 (after tax)
as a result of the Company adopting Statement of Financial Accounting Standards
No. 112 in fiscal 1994.
SEASONALITY
Sales of certain of the Company's products are to some extent seasonal,
with sales levels generally higher in the second half of the Company's fiscal
year. On an aggregate basis, however, the Company's sales have not been
significantly affected by seasonality.
LIQUIDITY AND CAPITAL RESOURCES
During fiscal 1996, net cash provided by operating activities was $26.2
million. This amount included $4.2 million from a decrease in primary working
capital (excluding working capital acquired from the BSNJ Acquisition and the
DCC Acquisition). Deferred income taxes decreased by $4.8 million largely the
result of the $12.9 million restructuring charge discussed above.
During fiscal 1996, the Company generated $34.4 million from net financing
activities. During the third quarter of fiscal 1996, the Company repaid its
existing debt, and established a new Credit Agreement ("Credit Agreement") with
Bankers Trust Company and NationsBank, N.A. pursuant to which the Company and
its subsidiaries can borrow up to $150 million or, up to $175 million providing
certain conditions are met. The Credit Agreement expires June 17, 2001.
Interest rates under the Credit Agreement are based on rate margins for either
prime rate as announced by NationsBank from time to time or LIBOR, at the option
of the Company. The applicable rate margin is determined on a quarterly basis
by a review of the Company's leverage ratio. Loans under the Credit Agreement
are unsecured and can be repaid at the option of the Company without premium or
penalty.
14
The Credit Agreement is subject to certain restrictive covenants, including
covenants which require the Company to maintain a certain minimum level of net
worth and certain leverage ratios. In addition, the Company is restricted in its
ability to pay dividends and other restricted payments. Funds provided under the
Credit Agreement were used to repay the Company's $50 million of 8.35% senior
notes due 2001, repay the Company's existing Revolving Credit Facility, finance
acquisitions and meet operating needs. The Company incurred a $2.5 million,
after tax, one-time charge associated with its 1996 debt restructuring.
The Company used $9.5 million to purchase treasury stock prior to the BSNJ
Acquisition. This treasury stock was reissued along with new shares as part of
the consideration in acquiring Milton Can.
Cash and cash equivalents were $23.5 million at the beginning of fiscal
1996, and were $1.9 million at the end of fiscal 1996.
The Company used $82.3 million in cash for investment activities during
fiscal 1996. Capital expenditures of $12.7 million in fiscal 1996 were primarily
focused on improving the Company's manufacturing processes and have enabled the
Company to reduce operating costs, which has had a positive effect on operating
margins. The Company also invested in computer hardware and software to improve
administrative systems. Management expects to spend an aggregate of $75 million
to $100 million on capital expenditures during the next five fiscal years.
Capital expenditures will focus on, among other things, continued cost
reductions, operating efficiencies, and investments in technology associated
with the Company's fiscal 1996 restructuring charge and 3R strategic initiative
to Rationalize, Reengineer and Recapitalize. Consistent with recent years,
planned capital spending is significantly higher than depreciation. In addition
to capital expenditures, the Company used $69.7 million of cash for the BSNJ
Acquisition and the DCC Acquisition.
Management believes that cash provided from operations and borrowings
available under the Credit Agreement will provide it with sufficient liquidity
to meet its operating needs and continue the Company's capital expenditure
initiatives for the next twelve months. The Company continues to pursue
acquisition opportunities in the North American container industry and in
connection therewith may incur additional indebtedness to finance such
acquisitions.
During fiscal 1995, $20.4 million of net cash was provided by financing
activities, principally reflecting the receipt of $25.0 million of net proceeds
in connection with the Initial Public Offering and net debt repayments of $5.3
million. Net cash provided by operating activities during the year was $12.1
million, which included the effects of a $7.1 million increase in primary
working capital (defined as inventory plus accounts receivable less accounts
payable). The Company reduced its long-term debt from $55.2 million as of the
end of fiscal 1994 to $50.1 million as of the end of fiscal 1995, primarily as a
result of the Initial Public Offering. Net cash used for investment activities
during the year was $13.6 million, reflecting capital expenditures equal to such
amount. In total, the Company had an aggregate increase in cash and cash
equivalents during fiscal 1995 of $18.9 million.
ENVIRONMENTAL MATTERS
For information regarding environmental matters, see Item 1. "Business -
Environmental, Health and Safety Matters."
EFFECT OF INFLATION
Historically, the Company has generally been able to recover increased
costs of raw materials through price increases for the Company's products,
although there can be no assurances that this practice will continue. This
ability, together with cost reductions achieved through line rationalization and
productivity improvements, have mitigated the impact of inflation on the
Company's results of operations. Management currently believes that inflation
will not have a material adverse impact on the Company.
15
RECENT ACCOUNTING PRONOUNCEMENTS
In October 1995, the FASB issued Financial Accounting Standards No. 123
"Accounting for Stock-Based Compensation." This Standard is required to be
implemented in fiscal 1997. The Company will continue to account for stock
options in accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees".
In March 1995, the FASB issued Statement of Financial Accounting Standards
No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of." The Company adopted Statement No. 121 during fiscal
1996. There was no cumulative effect adjustment recorded upon adoption.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
See the attached Consolidated Financial Statements (pages F-1 through
F-21).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
Inapplicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
Incorporated by reference to the Company's 1996 Proxy Statement to be
filed with the Commission.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
Incorporated by reference to the Company's 1996 Proxy Statement to be
filed with the Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
Incorporated by reference to the Company's 1996 Proxy Statement to be
filed with the Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Incorporated by reference to the Company's 1996 Proxy Statement to be
filed with the Commission.
16
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
The following documents are filed as a part of this report:
(a) (1) The Consolidated Financial Statements included in Item 8 hereof
and set forth on pages F-1 through F-21.
(2) The Financial Statement Schedules listed in the Index to the
Financial Statement Schedules.
(3) The exhibits listed in the Index to Exhibits.
(b) Reports on Form 8 - K.
The Company filed an amendment to the Current Report on Form 8-K, which had
been initially filed on June 12, 1996, on August 12, 1996 pursuant to Item
7(a)(4) of Form 8-K. The Report covered the BSNJ Acquisition and included
audited financial statements of Milton Can as of December 31, 1995. Also
included were unaudited pro forma consolidated financial statements giving
effect to the purchase as if the transaction occurred on October 3, 1994.
The Company also filed during the fourth quarter of fiscal 1996 a Form 8-K on
July 1, 1996. On August 30, 1996 pursuant to Item 7(a)(4) of Form 8-K, an
amendment to this report was filed. These reports covered the DCC Acquisition
and included audited financial statements of Davies Can for the years ended
December 31, 1995 and 1994. The Report also included the unaudited pro forma
consolidated financial statements giving effect to the purchase as if the
transaction occurred on October 3, 1994.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
BWAY CORPORATION
By: /s/ Warren J. Hayford
-----------------------------------------
Warren J. Hayford
Chairman of the Board and Chief Executive
Officer
Date: December 27, 1996
-----------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on December 27, 1996.
SIGNATURES TITLE
- ---------- -----
/s/ Warren J. Hayford
- --------------------------------
Warren J. Hayford Chairman of the Board, Chief Executive
Officer and Director
/s/ John T. Stirrup
- --------------------------------
John T. Stirrup President, Chief Operating Officer and
Director
/s/ James W. Milton
- --------------------------------
James W. Milton Executive Vice President and Director
/s/ David P. Hayford
- --------------------------------
David P. Hayford Senior Vice President and Chief Financial
Officer
/s/ Kevin C. Kern
- ---------------------------------
Kevin C. Kern Vice President and Corporate Controller
(Principal Accounting Officer)
/s/ Thomas A. Donahoe
- ---------------------------------
Thomas A. Donahoe Director
/s/ Alexander P. Dyer
- ---------------------------------
Alexander P. Dyer Director
- ---------------------------------
Jean-Pierre Ergas Director
- ---------------------------------
John E. Jones Director
- ---------------------------------
John W. Puth Director
BWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 29, 1996 AND OCTOBER 1, 1995
AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED
SEPTEMBER 29, 1996
AND INDEPENDENT AUDITORS' REPORT
INDEX
Page Number
Independent Auditors' Report F-1
Consolidated Balance Sheets at September 29, 1996
and October 1, 1995 F-2
Consolidated Statements of Operations for each of the three years
in the period ended September 29, 1996 F-4
Consolidated Statements of Stockholders' Equity for each of the
three years in the period ended September 29, 1996 F-5
Consolidated Statements of Cash Flows for each of the three years
in the period ended September 29, 1996 F-6
Notes to Consolidated Financial Statements F-8
INDEPENDENT AUDITORS' REPORT
Board of Directors of BWAY Corporation:
We have audited the accompanying consolidated balance sheets of BWAY Corporation
and subsidiaries (the "Company") as of September 29, 1996 and October 1, 1995
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended September 29, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of September 29,
1996 and October 1, 1995 and the results of its operations and its cash flows
for each of the three years in the period ended September 29, 1996 in conformity
with generally accepted accounting principles.
As discussed in Note 1 of Notes to Consolidated Financial Statements, in 1994
the Company changed its method of accounting for postemployment benefits.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
- ---------------------
Atlanta, Georgia
November 8, 1996
BWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
- --------------------------------------------------------------------------------------------------------------
September 29, October 1,
ASSETS 1996 1995
CURRENT ASSETS:
Cash and cash equivalents $ 1,852.00 $ 23,538.00
Accounts receivable, net of allowance for doubtful accounts
of $390 (1996) and $386 (1995) 39,011.00 29,782.00
Inventories 37,044.00 19,388.00
Other current assets 1,293.00 1,103.00
Deferred tax asset 2,405.00 389.00
----------- -----------
Total current assets 81,605.00 74,200.00
PROPERTY, PLANT, AND EQUIPMENT - Net 94,800.00 67,668.00
OTHER ASSETS:
Intangible assets, net 64,807.00 22,011.00
Deferred financing costs, net of accumulated amortization
of $83 (1996) and $1,400 (1995) 1,336.00 2,908.00
Other assets 2,585.00 1,171.00
----------- -----------
Total other assets 68,728.00 26,090.00
----------- -----------
$245,133.00 $167,958.00
=========== ===========
See notes to consolidated financial statements.
F-2
BWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
- ----------------------------------------------------------------------------------------------------------
September 29, October 1,
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1995
CURRENT LIABILITIES:
Accounts payable $ 36,206.00 $ 22,194.00
Accrued salaries and wages 4,252.00 3,134.00
Accrued income taxes 759.00 910.00
Other current liabilities 14,581.00 6,415.00
Accrued rebates 3,382.00 2,581.00
Current maturities of long-term debt 1,916.00 155.00
----------- -----------
Total current liabilities 61,096.00 35,389.00
LONG-TERM DEBT 93,282.00 50,063.00
LONG-TERM LIABILITIES:
Deferred income taxes 14,135.00 14,632.00
Other 3,991.00 2,037.00
----------- -----------
Total long-term liabilities 18,126.00 16,669.00
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, authorized 5,000,000 shares - -
Common stock, $.01 par value; authorized 24,000,000 shares, issued
6,564,546 (1996) and 6,409,750 (1995) 66.00 64.00
Additional paid-in capital 37,612.00 31,734.00
Retained earnings 35,569.00 34,385.00
----------- -----------
73,247.00 66,183.00
Less treasury stock, at cost, 32,791 (1996) and 69,563 (1995) (618.00) (346.00)
----------- -----------
Total stockholders' equity 72,629.00 65,837.00
----------- -----------
$245,133.00 $167,958.00
=========== ===========
F-3
BWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
- -----------------------------------------------------------------------------------------------------------
Year Ended
-----------------------------------------
September 29, October 1, October 2,
1996 1995 1994
NET SALES $283,105 $247,480 $224,701
COSTS, EXPENSES, AND OTHER INCOME:
Cost of products sold (excluding depreciation and amortization) 234,518 206,262 191,836
Depreciation and amortization 7,425 5,940 5,057
Selling and administrative expense 16,812 12,164 11,659
Provision for restructuring 12,860
Interest expense, net 4,872 5,211 5,730
AB leasing fees and expenses 1,389 1,318
AB leasing termination expense 1,995
Other, net (340) (275) 100
-------- -------- --------
Total costs, expenses, and other income 276,147 232,686 215,700
-------- -------- --------
INCOME BEFORE INCOME TAXES, EXTRAORDINARY ITEM,
AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING 6,958 14,794 9,001
PROVISION FOR INCOME TAXES 3,239 6,021 3,756
-------- -------- --------
INCOME BEFORE EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING 3,719 8,773 5,245
EXTRAORDINARY LOSS RESULTING FROM THE
EXTINGUISHMENT OF DEBT - Net of related tax
benefit of $1,683 (2,535)
-------- -------- --------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING 1,184 8,773 5,245
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR
POSTEMPLOYMENT BENEFITS - Net of related tax benefit
of $137 (213)
NET INCOME $ 1,184 $ 8,773 $ 5,032
======== ======== ========
EARNINGS PER COMMON SHARE:
Income before extraordinary item and cumulative
effect of change in accounting $ 0.59 $ 1.85 $ 1.27
Extraordinary item (0.40)
-------- -------- --------
Change in accounting (0.05)
Net income $ 0.19 $ 1.85 $ 1.22
======== ======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,273 4,731 4,137
======== ======== ========
See notes to consolidated financial statements.
F-4
BWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
- -------------------------------------------------------------------------------------------------------------------------
Number of
Shares
-------------------- Additional
Common Treasury Common Paid-In Retained Treasury
Stock Stock Stock Capital Earnings Stock Total
BALANCE October 3, 1993 4,049 (27) $40 $ 3,374 $20,580 $ (77) $23,917
Net income 5,032 5,032
Issuance of common stock 146 2 916 918
Transfer of redeemable common stock (4) (296) (2,382) (2,682)
Purchase of treasury stock (28) (170) (170)
----- ---- --- ------- ------- ------- -------
BALANCE October 2, 1994 4,195 (55) 38 3,994 23,230 (247) 27,015
Net income 8,773 8,773
Issuance of common stock before
Initial Public Offering 65 1 504 505
Accretion of redeemable common stock (372) (372)
Lapse of put on redeemable common stock 4 296 2,754 3,054
Initial Public Offering of common stock 2,017 20 24,946 24,966
Common stock issued to AB Leasing
for termination of management contract 133 1 1,994 1,995
Purchase of treasury stock (15) (99) (99)
----- ---- --- ------- ------- ------- -------
BALANCE October 1, 1995 6,410 (70) 64 31,734 34,385 (346) 65,837
Net income 1,184 1,184
Issuance of common stock for acquisitions 155 656 2 5,984 8,614 14,600
Issuance of treasury stock under employee
savings plan 31 6 583 589
Purchase of treasury stock - (650) - - - (9,469) (9,469)
Other (112) (112)
----- ---- --- ------- ------- ------- -------
BALANCE September 29, 1996 6,565 (33) $66 $37,612 $35,569 $ (618) $72,629
===== ==== === ======= ======= ======= =======
See notes to consolidated financial statements.
F-5
BWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
- ------------------------------------------------------------------------------------------------------------------------------
Year Ended
------------------------------------------
September 29, October 1, October 2,
1996 1995 1994
OPERATING ACTIVITIES:
Net income $ 1,184 $ 8,773 $ 5,032
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 5,656 4,853 3,922
Amortization of intangibles 1,769 1,087 1,135
Amortization of deferred financing costs 525 609 623
Write-off of deferred loan fees related to debt extinguishment 2,466
Common stock issued under employee savings plan 589
Provision for doubtful accounts 188 (224) 250
Restructuring charge 12,860
(Gain) loss on disposition of property, plant, and equipment (21) 68 112
Deferred income taxes (4,837) 1,314 954
Termination of AB Leasing contract through issuance of common shares 1,995
Changes in assets and liabilities, net of effects of business acquisitions:
Accounts receivable 3,271 (4,836) 2,337
Inventories (2,962) (730) 776
Other assets (54) 623 (583)
Accounts payable 3,847 (1,597) 2,598
Accrued liabilities 1,628 (506) (3,428)
Income taxes, net 131 642 (461)
-------- -------- --------
Net cash provided by operating activities 26,240 12,071 13,267
INVESTING ACTIVITIES: -
Acquisitions, net of cash acquired (69,697)
Capital expenditures (12,671) (13,593) (8,698)
Proceeds from disposition of property, plant, and equipment 21
Other (55)
-------- -------- --------
Net cash used in investing activities (82,347) (13,593) (8,753)
(Continued)
F-6
BWAY CORPORATION AND SUBSIDIAIRES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
- ----------------------------------------------------------------------------------------------------------------------------
Year Ended
---------------------------------------
September 29, October 1, October 2,
1996 1995 1994
FINANCING ACTIVITIES:
Net borrowings (repayments) under bank revolving credit agreement $ 93,770 $(5,000) $ 5,000
Extinguishment of longterm debt (50,000)
Net proceeds from Initial Public Offering 24,966
Proceeds from issuance of common stock before Initial Public Offer 505 918
Repayments on longterm debt (2,095) (258) (5,321)
Increase (decrease) in unpresented bank drafts 4,335 403 (3,426)
Purchases of treasury stock (9,469) (99) (170)
Financing costs incurred (1,419) (75) (131)
Common stock issued under employee savings plan (589)
Other (112)
-------- ------- -------
Net cash provided by (used in) financing activities 34,421 20,442 (3,130)
-------- ------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS (21,686) 18,920 1,384
CASH AND CASH EQUIVALENTS Beginning of year 23,538 4,618 3,234
-------- ------- -------
CASH AND CASH EQUIVALENTS End of year $ 1,852 $23,538 $4,618
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 6,010 $ 4,636 $ 5,084
======== ======= =======
Income taxes $ 6,544 $ 4,054 $ 2,723
======== ======= =======
Details of businesses acquired were as follows:
Fair value of assets acquired $107,710
Liabilities assumed (22,256)
Value of common stock issued (14,600)
Longterm note issued (1,000)
--------
Net cash paid for acquisitions $ 69,854
========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for acquisitions $ 14,600
========
Common stock issued under employee savings plan $ 589
========
See notes to consolidated financial statements.
(Concluded)
F-7
BWAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 29, 1996 AND OCTOBER 1, 1995 AND
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED
SEPTEMBER 29, 1996
- -------------------------------------------------------------------------------
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Operations - BWAY Corporation ("BWAY") is a holding company whose
subsidiaries, Brockway Standard, Inc. ("BSI"), Milton Can Company, Inc.
("MCC"), and Brockway Standard (Canada), Inc. ("BSCI") (collectively the
"Company") manufacture and distribute metal containers in the United States
and Canada. On May 28, 1996, BWAY acquired 100% of MCC's outstanding stock
and on June 17, 1996, BSI acquired the Davies Can Division of Van Dorn
Company, a wholly owned subsidiary of Crown Cork and Seal Company, Inc.
("Crown").
On June 20, 1995, in connection with the public offering of the Company's
stock, the Company increased the number of shares of common stock
outstanding through an approximately 374-for-1 stock split. Accordingly,
earnings per share and share data have been adjusted to give retroactive
effect to the stock split for all periods presented.
Principles of Consolidation - The consolidated financial statements of the
Company include the accounts of BWAY and its wholly owned subsidiaries, BSI,
MCC, and BSCI. All material intercompany balances and transactions have been
eliminated in consolidation.
Fiscal Year - The Company operates on a 52/53-week fiscal year ending on the
Sunday closest to September 30 of the applicable year.
Inventories - Inventories are carried at the lower of cost or market, with
cost determined under the last-in, first-out (LIFO) method of inventory
valuation.
Property, Plant, and Equipment - Property, plant, and equipment is recorded
at cost. Depreciation is provided over the estimated useful lives of the
assets on a straight-line basis for financial reporting purposes.
Expenditures for major renewals and replacements are capitalized.
Expenditures for maintenance and repairs are charged to income as incurred.
When property items are retired or otherwise disposed of, amounts applicable
to such units are removed from the related asset and accumulated
depreciation accounts and any resulting gain or loss is credited or charged
to income. Useful lives are generally as follows:
Buildings and improvements 17-20 years
Machinery and equipment 12-20 years
Furniture and fixtures 5-20 years
Computer systems 5-7 years
F-8
Computer Information Systems - Costs directly associated with the initial
purchase, development, and implementation of computer information systems are
deferred and included in property, plant, and equipment. Such costs are
amortized on a straight-line basis over the expected useful life of the systems,
principally five to seven years. Ongoing maintenance costs of computer
information systems are expensed.
Intangible Assets - Intangible assets consist of identifiable intangibles
(trademarks, customer lists, and covenants not-to-compete) and goodwill.
Identifiable intangibles are amortized over the term of the agreement (5 to 7
years) or estimated useful life (2 to 17 years). Goodwill is amortized over 30
years on a straight-line basis.
Deferred Financing Costs - Deferred financing costs are being amortized over the
term of the related loan agreement using the straight-line method, which
approximates the effective yield method.
Revenue Recognition - The Company recognizes revenue at the time the product is
shipped to the customer.
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS No. 109"). SFAS No. 109 requires, among other things, the use of
the liability method of computing deferred income taxes. Under the liability
method, the effect of changes in corporate tax rates on deferred income taxes is
recognized currently as an adjustment to income tax expense. The liability
method also requires that deferred tax assets or liabilities be recorded based
on the difference between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of - The
Company adopted SFAS 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets To Be Disposed of," as of October 1, 1995. In
accordance with SFAS 121, the Company has elected to review for impairment, on a
quarterly basis, long-lived assets and certain identifiable intangibles whenever
events or changes in circumstances indicate that the carrying amount of any
asset may not be reasonable based on estimates of future undiscounted cash flows
without interest expense. In the event of an impairment, the asset is written
down to its fair market value. Impairment of goodwill and write-down, if any, is
measured based on estimates of future undiscounted cash flows without interest
expense. Assets to be disposed of are recorded at the lower of net book value or
fair market value less cost to sell at the date management commits to a plan of
disposal. There was no cumulative effect adjustment recorded upon adoption.
Postemployment Benefits - The Company adopted SFAS 112, "Employers' Accounting
for Postemployment Benefits," as of October 4, 1993, which resulted in an after-
tax cumulative effect charge of $213 thousand to fiscal 1994 first quarter
earnings.
Cash and Cash Equivalents - For purposes of the presentation of the consolidated
statements of cash flows, the Company considers all highly liquid investments
purchased with original maturities of three months or less to be cash
equivalents.
Accounting for Stock Options - The Company accounts for its stock options under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." In October 1995, the Financial Standards Board issued Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation." This
Standard is required to be implemented in fiscal year 1997. The Company will
continue to account for stock options in accordance with APB No. 25, "Accounting
for Stock Issued to Employees."
F-9
Earnings Per Common Share - Earnings per common share are based on the weighted
average number of common shares (including redeemable common shares) and common
stock equivalents outstanding during each year. Common stock sold during the
twelve-month period prior to the initial filing of the Registration Statement
has been included in the earnings per share calculation for all periods
presented in accordance with Staff Accounting Bulletin No. 83. Common stock
equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Reclassification - Certain previously reported amounts have been reclassified to
conform with the current period presentation.
2. ACQUISITIONS
Milton Can Company - On May 28, 1996, the Company acquired all of the
outstanding stock of Milton Can Company, Inc. ("MCC"). MCC is a manufacturer of
paint, oblong, and specialty cans within the general line segment of the North
American metal container industry. The Company paid $13.4 million in cash, $1
million in notes, and $14.6 million in BWAY stock subject to an adjustment based
on the change in working capital from December 31, 1995 through May 28, 1996.
The Company issued a total of 810,970 shares in connection with the merger,
comprised of 656,174 shares of its treasury stock and 154,796 newly issued
shares. In addition, the Company repaid MCC's approximately $12.3 million in
term and revolving bank debt concurrent with consummation of the purchase
transaction.
Davies Can Company - On June 17, 1996, the Company acquired substantially all of
the assets and assumed certain of the liabilities of Davies Can Company
("Davies"), an unincorporated division of the Van Dorn Company (a wholly owned
subsidiary of Crown Cork & Seal Company, Inc.). Davies manufactures paint,
oblong, and utility cans within the general line segment of the North American
metal container industry. The Company paid approximately $41.7 million in cash,
subject to an adjustment based on the change in working capital from December
31, 1995 through June 17, 1996.
The purchase method of accounting was used to establish and record a new cost
basis for the assets acquired and liabilities assumed. The allocation of the
purchase price and acquisition costs to the assets acquired and liabilities
assumed is preliminary at September 29, 1996, and is subject to change pending
finalization of appraisals and other studies of fair value and finalization of
management's plans which may result in the recording of additional liabilities
as part of the allocation of purchase price. The operating results for both MCC
and Davies have been included in the Company's consolidated financial statements
since the date of acquisition. The excess purchase price over the fair market
value of net identifiable assets acquired was, in aggregate, approximately $42
million.
The following pro forma results assume the acquisitions of MCC and Davies
occurred at the beginning of the fiscal year ended October 1, 1995 after giving
affect to certain pro forma adjustments, including an adjustment to reflect the
amortization of cost in excess of the net assets acquired, increased interest
expense, and the estimated related income tax effects.
F-10
TWELVE MONTHS ENDED
----------------------------
SEPTEMBER 29, OCTOBER 1,
1996 1995
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
Net sales $362,044 $367,311
Income (loss) before extraordinary item (1,926) 4,642
Net income (loss) (4,201) 4,642
Earnings (loss) per common share:
Income (loss) before extraordinary $ (0.28) $ 0.84
item
Net income (loss) $ (0.62) $ 0.84
The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the acquisition been consummated
as of the acquisition date, nor is it necessarily indicative of future operating
results.
3. INVENTORIES
Inventories consist of the following (in thousands):
SEPTEMBER 29, OCTOBER 1,
1996 1995
Inventories at FIFO cost:
Raw materials $ 9,300 $ 4,183
Work-in-progress 18,601 11,189
Finished goods 9,189 5,020
------- -------
37,090 20,392
Reduction to LIFO valuation (46) (1,004)
------- -------
$37,044 $19,388
======= =======
4. PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment consist of the following (in thousands):
SEPTEMBER 29, OCTOBER 1,
1996 1995
Land $ 2,288 $ 988
Building and improvements 14,145 7,205
Machinery and equipment 80,328 65,655
Furniture and fixtures 2,531 2,244
Construction in progress 12,423 6,441
-------- --------
111,715 82,533
Less accumulated depreciation (16,915) (14,865)
-------- --------
Property, plant, and equipment - net $ 94,800 $ 67,668
======== ========
F-11
5. INTANGIBLE ASSETS
Intangible assets consist of the following (in thousands):
SEPTEMBER 29, OCTOBER 1,
1996 1995
Goodwill $52,943 $22,027
Customer lists 7,071
Tradename 4,629 310
Noncompete agreements 4,494 2,244
------- -------
69,137 24,581
Less accumulated amortization (4,330) (2,570)
------- -------
$64,807 $22,011
======= =======
6. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES
Included in accounts payable at September 29, 1996 and October 1, 1995 are bank
drafts issued and outstanding of approximately $7.9 million and $3.6 million,
respectively, for which no rights of offset exist to cash and cash equivalents.
7. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
SEPTEMBER 29, OCTOBER 1,
1996 1995
8.35% Notes $50,000
Credit agreement $92,000
Other borrowings 3,198 218
------- -------
95,198 50,218
Less current maturities of long-term debt (1,916) (155)
------- -------
Long-term debt $93,282 $50,063
======= =======
On June 17, 1996, the Company terminated its existing bank agreement and entered
into a new credit agreement with Bankers Trust Company and NationsBank, N.A.
(the "Credit Agreement"). Initial borrowings under the Credit Agreement were
used to repay all obligations under the Company's previous revolving credit
facility. Funds from the Credit Agreement were also used to prepay the $50
million private placement of 8.35% Senior Secured Notes maturing September 1,
2001 ("Senior Secured Notes"). In conjunction with the prepayment of the Senior
Secured Notes, the Company recorded an extraordinary loss related to the early
extinguishment of debt in the amount of $2.5 million, net of taxes.
The Credit Agreement, which expires June 17, 2001, allows the Company to borrow
up to $175 million. The interest rates under the Credit Agreement are based on
rate margins for either prime rate as announced by NationsBank from time to time
F-12
("Prime") or LIBOR, at the option of the Company. The applicable rate margin is
determined on a quarterly basis by a review of the Company's leverage ratio. The
Company's initial borrowing rate is at its option either LIBOR plus 1.0%, or
Prime. Loans under the Credit Agreement are unsecured and can be prepaid at the
option of the Company without premium or penalty. The Credit Agreement is
subject to certain restrictive covenants, including covenants which require the
Company to maintain a certain minimum level of net worth and a maximum ratio for
leverage. In addition, the Company is restricted in its ability to pay dividends
and other restricted payments in an amount greater than approximately $6.6
million at September 29, 1996 and to incur additional indebtedness.
Scheduled maturities of long-term debt as of September 29, 1996 are as follows
(in thousands):
FISCAL YEAR
1997 $ 1,916
1998 1,282
1999 -
2000 -
2001 92,000
-------
$95,198
=======
Based on the borrowing rates currently available to the Company for bank loans
with similar terms and maturities, the fair value of long-term debt at September
29, 1996 was estimated to approximate book value and at October 1, 1995 was
estimated at $50.9 million.
8. STOCKHOLDERS' EQUITY
Initial Public Offering
On June 20, 1995, the Company completed its Initial Public Offering with the
sale of 1,657,866 shares of common stock and realized net proceeds of
approximately $20.3 million. On July 25, 1995, an additional 359,086 shares of
the Company's stock were sold to cover overallotments, providing additional net
proceeds of approximately $4.7 million.
Stock Options
Immediately prior to the Initial Public Offering in June 1995, the Company
adopted the Brockway Standard Holdings Corporation 1995 Long-Term Incentive Plan
and the Formula Plan for Non-Employee Directors (the "Formula Plan") for its
directors, officers, and key employees. On August 20, 1996, the Board of
Directors i) adopted, subject to shareholders approval, the Amended and Restated
1995 Long-Term Incentive Plan (the "Amended Incentive Plan"), which Amended
Incentive Plan increased the aggregate number of shares of common stock
authorized for issuance under the Amended Incentive Plan from 490,000 to
750,000, and ii) froze the Formula Plan with only 30,000 of the available
100,000 shares of common stock being granted thereunder. Included in options
granted for the year ended September 29, 1996 are 107,600 options which are
subject to shareholder approval of the Amended Incentive Plan. The options
expire ten years from date of grant; none of the options had been exercised as
of September 29, 1996.
F-13
The following table summarized the activity in common shares subject to options
for the two years ended September 29, 1996:
Outstanding - October 2, 1994 -
Granted ($14.50 - $16.00 per share) 213,000
-------
Outstanding - October 1, 1995 213,000
Granted, net ($17.50 - $19.00 per share) 382,200
-------
Outstanding - September 29, 1996 595,200
=======
Exercisable - September 29, 1996 96,067
=======
Shareholder Rights Plan
The Company has a Shareholder Rights Plan, as amended by Amendment No. 1 to the
Rights Plan dated February 12, 1996 (as amended, the "Rights Plan"), under which
one preferred share purchase right is presently attached to and trades with each
outstanding share of the Company's common stock. The rights become exercisable
and transferable apart from the common stock after a person or group other than
an Exempt Person (as defined in the Rights Plan), without the Company's consent,
acquires beneficial ownership of, or the right to obtain beneficial ownership
of, 15% or more of the Company's common stock or ten business days after a
person or group announces or commences a tender offer or exchange offer that
could result in 15% ownership. Once exercisable, each right entitles the holder
to purchase one one-thousandth share of Junior Participating Series A Preferred
Stock at an exercise price of $60 per share subject to adjustment to prevent
dilution. The rights have no voting power and no current dilutive effect on
earnings per common share. The rights expire on June 15, 2005 and are redeemable
at the discretion of the Board of Directors at $.01 per share.
If a person acquires 15% ownership, except in an offer approved by the Company
under the Rights Plan, then each right not owned by the acquirer or related
parties will entitle its holder to purchase, at the right's exercise price,
common stock or common stock equivalents having a market value immediately prior
to the triggering of the right of twice that exercise price. In addition, after
an acquirer obtains 15% ownership, if the Company is involved in certain
mergers, business combinations, or asset sales, each right not owned by the
acquirer or related persons will entitle its holder to purchase, at the right's
exercise price, shares of common stock of the other party to the transaction
having a market value immediately prior to the triggering of the right of twice
that exercise price.
9. INCOME TAXES
The Company file a consolidated federal income tax return. Deferred income taxes
are provided to recognize the differences between the carrying amount of assets
and liabilities for financial statement purposes and the amounts used for income
tax purposes.
F-14
Components of net deferred tax liability are as follows (in thousands):
September 29, October 1,
1996 1995
Deferred tax liabilities:
Property, plant, and equipment $16,452 $14,590
Inventory 660 1,580
Other 1,097 549
------- -------
18,209 16,719
Deferred tax assets:
Restructuring costs 2,279
Employee benefits 1,404 1,238
Customer claims/rebates 1,346 513
Accounts receivable 244 150
Other 1,206 575
------- -------
6,479 2,476
------- -------
Net deferred tax liability $11,730 $14,243
======= =======
Net current deferred tax asset $(2,405) $ (389)
Net noncurrent deferred tax liability 14,135 14,632
------- -------
$11,730 $14,243
======= =======
The provision for income taxes is reconciled with the federal statutory rate as
follows (dollars in thousands):
1996 1995 1994
--------------- ---------------- --------------
AMOUNT % AMOUNT % AMOUNT %
Income tax at federal statutory rate $2,435 35.0% $5,178 35.0 % $2,941 34.0%
State income taxes, net of federal
income tax benefit 314 4.5% 562 3.8 % 346 4.0%
Nondeductible amortization of
intangibles 476 6.8% 304 2.1 % 301 3.5%
Other 14 0.2% (23) (0.2)% 31 0.3%
------- ---- ------ ----- ------ ----
$3,239 46.5% $6,021 40.7 % $3,619 41.8%
======= ==== ====== ===== ====== ====
F-15
The components of the provision for income taxes are as follows (in thousands):
SEPTEMBER 29, OCTOBER 1, OCTOBER 2,
1996 1995 1994
Current:
Federal $ 7,265 $4,287 $2,394
State 811 420 408
Deferred (4,837) 1,314 954
------- ------ ------
$ 3,239 $6,021 $3,756
======= ====== ======
10. LEASE COMMITMENTS
The Company leases warehouses, office space, equipment, and vehicles under
operating leases. Rent expense during each of the last three fiscal years was
approximately $3.3 million (1996), $2.6 million (1995), and $2.6 million (1994).
MCC leases its primary operating facility under an operating lease from a
partnership in which certain members of MCC's management are partners. The
lease, which is for a five-year period ending on September 30, 1999 with renewal
options, carries a monthly lease payment of $52,457.
MCC also leases a portion of a building under a capital lease. The present
values of minimum lease payments are presented in the consolidated balance
sheets as current and noncurrent obligations under capital leases of $110,897
and $252,404, respectively, at September 29, 1996. The lease does not contain a
renewal or purchase option by the Company.
Leased capital assets included in property, plant, and equipment at September
29, 1996 are as follows:
Buildings $181,605
Less accumulated amortization (18,161)
--------
$163,444
========
At September 29, 1996, future minimum rental payments under capitalized leases
and under noncancelable operating leases are as follows (in thousands):
CAPITAL OPERATING
FISCAL YEAR LEASES LEASES
1997 $137 $ 5,238
1998 137 3,879
1999 137 3,285
2000 1,846
2001 1,407
Thereafter 1,955
---- -------
Total minium lease payments 411 $17,610
=======
Imputed interest at 8.66% (48)
----
Present value of minimum capitalized
lease payments $363
====
F-16
11. PROFIT SHARING AND PENSION PLANS
The Company has qualified profit sharing and savings plans for specified
employees. These plans are contributory defined contribution plans which provide
for employee contributions with a Company matching provision, and for certain
employees a deferred profit sharing component funded by the Company. The
Company's net contributions to the profit sharing and savings plans for each of
the last three fiscal years were approximately $1.5 million (1996), $1.2 million
(1995), and $1.0 million (1994).
MCC has a noncontributory defined benefit pension plan covering a majority of
its salaried employees. The plan provides benefit payments using a formula based
on an employee's compensation and length of service. MCC funds the plan in
amounts equal to the minimum funding requirements of the Employee Retirement
Income Security Act of 1974, plus additional amounts as MCC's actuarial
consultants advise to be appropriate and as management approves from time to
time. No contribution was required for the period owned by BWAY of fiscal year
1996.
The periodic net pension income related to continuing operations since the date
of acquisition is comprised of the following for the fiscal year ended September
29, 1996:
Service cost - benefits earned during the period $ 42,000
Interest cost on projected benefit obligation 81,000
Actual return on assets (183,000)
---------
Net pension income $ (60,000)
=========
The following table shows the plans' funded status and amounts recognized in the
balance sheet for the fiscal year ended September 29, 1996:
Actuarial present value of benefit obligations:
Vested benefit obligation $ 2,288,100
===========
Accumulated benefit obligation $ 2,298,500
===========
Fair value of plan assets $ 4,966,800
Projected benefit obligation (3,546,800)
-----------
Plan assets in excess of projected
benefit obligation $ 1,420,000
===========
Prepaid pension cost $ 1,420,000
===========
The actuarial assumptions used were:
Discount rate 7.75%
Rate of increase in compensation levels 6.00%
Expected return on assets 9.00%
The Company is in the process of freezing this plan effective December 31, 1996.
F-17
Most of MCC's union employees are covered under multi-employer defined benefit
plans administered by the union. Total contributions charged to expense for such
plans since the date of acquisition are $347 thousand.
12. RELATED PARTY TRANSACTIONS
BSI was a party to a management agreement with AB Leasing and Management, Inc.
("AB Leasing"), a company related by common ownership, whereby BSI paid AB
Leasing on an annual basis the greater of $200 thousand or 15% of net income, as
defined. Upon the completion of the Initial Public Offering, the Company's
management agreement with AB Leasing was terminated. In connection with the
termination, the Company paid $1.995 million, through the issuance of 133,000
shares of common stock to AB Leasing just prior to the effectiveness of the
Offering. The Company recorded a nonrecurring, noncash, pre-tax charge to
operations of $1.995 million in connection therewith in the third quarter of
1995. BSI expensed fees of approximately $0 (1996), $1.08 million (1995), and
$989 thousand (1994) for management services including strategic and financial
planning. BSI also reimbursed AB Leasing for certain expenses incurred on behalf
of BSI amounting to approximately $0 (1996), $309 thousand (1995), and $329
thousand (1994).
In 1996 and 1995, the Company purchased computer software and incurred related
implementation costs totaling approximately $1.2 million and $2.5 million,
respectively, from a software company which has certain directors who are also
directors of the Company.
13. REORGANIZATION AND RESTRUCTURING
The acquisitions of MCC and Davies have resulted in redundancy of facilities and
equipment. Management has committed to a plan to exit certain activities of the
acquired companies and integrate acquired assets and businesses with BWAY
facilities. In connection with recording the purchase, the Company established a
reorganization liability of approximately $2.77 million which is classified in
other current liabilities. The liability represents the direct costs expected to
be incurred which have no future economic benefit to the Company. These costs
include charges relating to the closing of four manufacturing facilities and
severance costs. Finalization of the Company's integration plan may result in
further adjustments to this reserve. The reorganization liability at September
29, 1996 includes the following (in thousands):
Closing/abandonment of facilities $2,046
Severance and benefit costs 612
------
$2,658
======
As of September 29, 1996, the Company has charged approximately $114 thousand
against the reorganization liability.
Also, during the fourth quarter of fiscal 1996, the Company recorded a
restructuring charge comprised of a write-down of assets to be disposed against
operations of $12.9 million. Increased volume resulting from the acquisitions
provided the opportunity for the Company to consolidate certain of its
manufacturing processes to meet increased customer demand and improve
efficiencies, which will result in the disposal of surplus equipment and
currently productive manufacturing equipment for an estimated nominal value
beginning in early fiscal 1997 and ending in fiscal 1998. When fully
F-18
implemented, the rationalization is expected on an overall basis, to result in
reduced overhead expense, and enhanced operational efficiencies.
14. CONTINGENCIES
Environmental
The Company continues to monitor and evaluate on an ongoing and regular basis
its compliance with applicable environmental laws and regulations. Expenditures
are expensed or capitalized depending on their future economic benefit.
Expenditures that relate to an existing condition caused by past operations and
that have no future economic benefit are expensed. Liabilities for noncapital
expenditures are recorded when environmental remediation is probable and the
costs can be reasonably estimated. The Company believes that it is in compliance
in all material respects with applicable federal, state, and local environmental
regulations.
Environmental investigations voluntarily conducted by the Company at its
Homerville, Georgia facility in 1993 and 1994 detected certain conditions of
soil and groundwater contamination, principally involving chlorinated solvents,
at the facility property. Environmental assessment work conducted by the Company
indicated that the subject contamination is the result of operations prior to
the Company's acquisition of the facility from Owens-Illinois and is, therefore,
subject to indemnification under the 1989 purchase agreement. As required under
the Hazardous Sites Response Program of the Georgia Department of Natural
Resources ("DNR"), the Company has reported the subject contamination to the
DNR. In 1994, the DNR listed the facility on the Comprehensive Environmental
Responsibility Compensation and Liability System ("CERCLIS") and designated the
facility as a Class II site, which means that further evaluation must be
completed before the DNR decides whether corrective action is needed. Pursuant
to the 1989 purchase agreement, the Company and Owens-Illinois have entered into
a supplemental agreement affirming Owens-Illinois' responsibility for this
matter including establishment of procedures for the related investigation and
remediation work to be conducted by Owens-Illinois. As a result, Owens-Illinois
is managing the remediation activities and paying for such work directly.
Preliminary consultant estimates indicated that the cost of cleanup could range
from $1 million to $6 million, depending on the extent of contamination. Since
Owens-Illinois is conducting the remediation work, management has no way of
determining the actual costs related to the clean-up efforts. Management does
not believe that the final resolution of this matter will have a material
adverse effect on the results of operations or financial condition of the
Company, and has not accrued a liability with respect to this matter because it
believes that a loss contingency is not probable.
Certain facilities of the Company have been identified as Potentially
Responsible Parties ("PRP") at six waste disposal sites and the Company received
a request for information for a seventh site pursuant to the Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA"). These
matters are, subject to certain limitations, indemnified by the sellers of the
relevant subsidiaries. Management believes that none of these matters will have
a material adverse effect on the results of operations or financial condition of
the Company. Because liability under CERCLA is retroactive, it is possible that
in the future the Company may be identified as a PRP with respect to other
sites. No natural resource damage claims have been asserted to date.
Accordingly, the Company has not recorded a loss contingency.
The Company's subsidiary, MCC, leases a manufacturing facility in Peabody,
Massachusetts which is subject to an ongoing groundwater remediation pursuant to
the Massachusetts Chapter 21E program. MCC's landlord at the site has agreed to
retain all liability for the ongoing clean-up. Pursuant to the terms of the
Agreement and Plan of Merger and Reorganization dated March 21, 1996, as amended
F-19
on April 30, 1996 (the "Agreement") by which the Company acquired MCC, the
Company is indemnified, subject to certain limitation, for any liabilities
associated with this matter. Management does not believe that the final
resolution of this matter will have a material adverse effect on the results of
operations or financial condition of the Company.
Additionally, MCC has been named as a PRP at four sites. Pursuant to the
Agreement by which the Company acquired MCC, the Company is indemnified with
respect to such sites, subject to certain limitations. Management does not
believe that the final resolution of this matter will have a material adverse
effect on the results of operations or financial condition of the Company.
Letters of Credit
At September 29, 1996, a bank had issued standby letters of credit on behalf of
BSI in the aggregate amount of $868 thousand in favor of BSI's workers'
compensation insurer.
15. CONCENTRATIONS OF CREDIT RISK
The Company sells its metal containers to a large number of customers in
numerous industry sectors. To reduce credit risk, the Company sets credit limits
and performs ongoing credit evaluations. Sales to the Company's ten largest
customers amounted to approximately 39% (1996), 43% (1995), and 41% (1994) of
the Company's sales including sales to one customer of 13% (1996), 13% (1995),
and 12% (1994).
Accounts receivable from one customer amounted to approximately 11% of total
accounts receivable at September 29, 1996. Although the Company's exposure to
credit risk associated with nonpayment is affected by conditions with the
customers' industries, the balances are substantially current and are within
terms and limits established by the Company. Accounts receivable from two
customers amounted to approximately 20% (approximately 10% each) of total
accounts receivable at October 1, 1995.
16. SUBSEQUENT EVENTS
On October 28, 1996, the Company acquired, through a newly formed subsidiary,
substantially all of the assets related to the metal aerosol can business (the
"Business") from Ball Metal Food Container Corporation (the "Seller"), a wholly
owned subsidiary of Ball Corporation. The business consists of a facility in
Cincinnati which includes a material center and substantially all the assets
used in connection with the marketing, distributing, selling, manufacturing,
designing, and engineering of metal aerosol cans. The purchase price for
acquiring the aerosol business was $40 million. At closing, the Company paid
Ball consideration of approximately $36 million which was comprised of $33
million in cash and $3 million in notes. The purchase price remaining was held
by the Company and will be paid subject to a purchase price adjustment based on
a complete review of the Business' current assets and liabilities on the closing
date. The transaction was recorded using the purchase method of accounting.
Separately, the parties have entered into supply agreements whereby certain
coating, decorating, and metal processing services will be provided to the
Seller.
F-20
17. QUARTERLY INFORMATION (UNAUDITED)
FIRST SECOND THIRD FOURTH
FISCAL YEAR 1996: QUARTER QUARTER QUARTER QUARTER
Net sales $58,154 $61,768 $73,715 $89,368
======= ======= ======= =======
Gross profit $ 8,118 $10,541 $12,557 $11,715
======= ======= ======= =======
Income before extraordinary item $ 2,219 $ 2,788 $ 3,867 $(5,155)
Extraordinary item (2,535)
------- ------- ------- -------
Net income $ 2,219 $ 2,788 $ 1,332 $(5,155)
======= ======= ======= =======
Earnings per common share:
Income before extraordinary item $ 0.35 $ 0.46 $ 0.63 $ (0.78)
======= ======= ======= =======
Net income $ 0.35 $ 0.46 $ 0.23 $ (0.78)
======= ======= ======= =======
FISCAL YEAR 1995:
Net sales $55,211 $65,069 $64,522 $62,678
======= ======= ======= =======
Gross profit $ 7,598 $ 9,755 $ 9,877 $ 9,135
======= ======= ======= =======
Net income $ 1,588 $ 2,609 $ 1,774 $ 2,802
======= ======= ======= =======
Earnings per common share:
Net income $ 0.38 $ 0.63 $ 0.41 $ 0.45
======= ======= ======= =======
F-21
INDEX TO FINANCIAL STATEMENT SCHEDULES
Independent Auditor's Report on Financial Statement Schedules ............. S-2
Schedule I - ........................................................ S-3
Schedule II - ........................................................ S-7
S-1
INDEPENDENT AUDITORS' REPORT
Board of Directors of BWAY Corporation:
We have audited the consolidated financial statements of BWAY Corporation and
subsidiaries (the "Company") as of September 29, 1996 and October 1, 1995, and
for each of the three years in the period ended September 29, 1996, and have
issued our report thereon dated November 8, 1996; such report is included
elsewhere in this Form 10-K. Our audits also included the financial statement
schedules of the Company, listed in Item 14. These financial statement
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all material respects,
the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 8, 1996
S-2
SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
BWAY CORPORATION
CONDENSED BALANCE SHEETS
(In Thousands)
ASSETS: September 29, October 1,
1996 1995
----------------------------------
Cash $173 $14,863
Intercompany receivables 13,027
Investments in subsidiaries 82,899 39,354
Other assets 259 1
--------------- ---------------
$83,331 $67,245
=============== ===============
LIABILITIES:
Intercompany payable - BSI 9,423
Other liabilities 1,279 498
Income tax payable 910
--------------- ---------------
10,702 1,408
--------------- ---------------
STOCKHOLDERS' EQUITY:
Common stock 66 64
Additional paid-in capital 37,612 31,734
Retained earnings 35,569 34,385
--------------- ---------------
73,247 66,183
Less treasury stock, at cost (618) (346)
--------------- ---------------
Total stockholders' equity 72,629 65,837
--------------- ---------------
$83,331 $67,245
=============== ===============
S-3
SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
BWAY CORPORATION
CONDENSED STATEMENTS OF INCOME
(In Thousands)
September 29, October 1, October 2,
1996 1995 1994
----------------------------------------------
Management fees charged to subsidiaries $ 1,030 $ 359 $ 518
Interest income 362 199 7
Expenses (830) (287) (409)
---------------- ------------ ---------
Income before income taxes and equity in 562 271 116
undistributed earnings of subsidiaries
Income tax expense 229 108 46
---------------- ------------ ---------
Income before equity in undistributed earnings 333 163 70
of subsidiaries
Equity in undistributed earnings of 851 8,610 4,962
subsidiaries
---------------- ------------ ---------
Net income $ 1,184 $ 8,773 $5,032
================ ============ =========
S-4
SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
BWAY CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
Year Ended
----------------------------------------------
September 29, October 1, October 2,
1996 1995 1994
----------------------------------------------
OPERATING ACTIVITIES: $ 1,184 $ 8,773 $ 5,032
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Amortization 53
Equity in undistributed earnings of subsidiaries (851) (8,610) (4,962)
Termination of AB Leasing contract through issuance
of common shares 1,995
Changes in assets and liabilities:
Other assets (258) 498
Other liabilities 781
Income tax payable (910) 112 (822)
Intercompany payable 22,450 (14,051) 350
---------- ---------- ----------
Net cash provided by (used in) operating activities 22,396 (11,283) (349)
---------- ---------- ----------
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired (27,617)
---------- ---------- ----------
Net cash (used in) investing activities (27,617)
---------- ---------- ----------
FINANCING ACTIVITIES:
Purchase of treasury stock (9,469) (99) (170)
Proceeds from Initial Public Offering 24,966
Proceeds from issuance of stock before Initial Public
Offering 505 918
---------- ---------- ----------
Net cash (used in) provided by financing activities (9,469) 25,372 748
---------- ---------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (14,690) 14,089 399
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 14,863 774 375
---------- ---------- ----------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 173 $ 14,863 $ 774
========== ========== ==========
S-5
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Income taxes $ 229 $ 108 $ 46
=========== =========== ==========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for acquisitions $ 14,600
===========
Common stock issued under employee savings plan $ 589
===========
S-6
SCHEDULE II - CONDENSED VALUATION AND QUALIFYING ACCOUNTS
BWAY CORPORATION AND SUBSIDIARIES
(In Thousands)
Additions
Charged Balance
Balance at to Costs at
Beginning and (1) End
Description of Period Expenses Deductions of Period
=========================== =================== ==================== ============ ==============
Allowance for doubtful accounts:
Year ended October 2, 1994 $ 511 $ 250 $ 178 $ 583
Year ended October 1, 1995 583 (41) 156 386
Year ended September 29, 1996 386 188 184 390
______________
(1) Deductions from the allowance for doubtful accounts represent the net
write- off of uncollectible accounts receivable.
S-7
INDEX TO EXHIBITS
-------------------------------------------
Exhibit Description of Document Location of Document
No. in Sequential
Numbering System +
3.1 Amended and Restated Certificate of
Incorporation of the Company. (3)
3.2 Amended and Restated By-laws of the
Company (1)
3.3 Rights Agreement dated as of June 9,
1995 between the Company and Harris
Trust and Savings Bank, as Rights
Agent (1)
3.4 Amendments to Rights Agreement dated
as of February 12, 1996 between the
Company and Harris Trust and Savings
Bank, as Rights Agent. (3)
4.1 Form of certificate representing
shares of Common Stock of the
Company (2)
4.2 Credit Agreement dated June 17, 1996
by and among BWAY Corporation,
Brockway Standard, Inc., Milton Can
Company, Inc., the additional
borrowers, Bankers Trust Company and
NationsBank, N.A. (4)
The Registrant will furnish to the
Commission, upon request, each
instrument defining the rights of
holders of long-term debt of the
Registrant and its subsidiaries where
the amount of such debt does not exceed
10 percent of the total assets of the
Registrant and its subsidiaries on a
consolidated basis.
10.1 Asset Purchase Agreement dated December 19,
1988 between BS Holdings Corporation, BW
Plastics, Inc., BW-Morrow Plastics, Inc.
and Owens-Illinois Group, Inc. (1)
10.2 Management Agreement dated as of January 30,
1989 between BS Holdings Corporation,
BW-Morrow Plastics, Inc., BSI and AB Leasing
and Management, Inc. (1)
10.3 Registration Agreement dated as of January
30, 1989 between BS Holdings Corporation
and certain stockholders (1)
10.4 Acquisition Agreement dated as of March 4,
1993 between Ellisco Inc. and BSI (1)
10.5 Stock Purchase Agreement dated April 27,
1993 among Armstrong Industries, Inc., its
stockholders, Armstrong Containers, Inc.
and BSI (1)
10.6 Asset Purchase Agreement dated May 26, 1993
among DK Containers, Inc., Dennis Dyck,
Robert Vrhel, Mohan Patel and BSI (1)
10.7 Employment Agreement between the Company and
Warren J. Hayford * (1)
10.8 Employment Agreement between the Company and
John T. Stirrup * (1)
10.9 Memorandum of Agreement dated October 11,
1993 between The Folgers Company and BSI ** (1)
10.10 Contract and Lease dated September 3, 1968,
between the City of Picayune, Mississippi
and Standard Container Company (1)
10.11 Lease dated February 24, 1995 between Tab
Warehouse Fontana II and BSI (1)
10.12 Garland, Texas Industrial Net Lease dated
January 14, 1985 between MRM Associates and
Armstrong Containers, Inc. (1)
10.13 Gross Lease Agreement dated August 10, 1990
between Colonel Estates Joint Venture and BSI (1)
10.14 Lease dated February 11, 1991 between Curto
Reynolds Oelerich Inc. and Armstrong Containers,
Inc. (1)
10.15 Industrial Lease Agreement dated February 27,
1992 between Belz Investco L.P. and Armstrong
Containers, Inc. (1)
10.16 Lease dated August 9, 1991 between DK Containers,
Inc. and Smith Barney Birtcher Institutional
Fund-I Limited Partnership and the First
Amendment thereto (1)
10.17 Lease dated September 2, 1994 between Division
Street Partners, L.P. and BSNJ
10.18 Employee Stock Purchase Agreement dated March 4,
1994 among BS Holdings Corporation, Perry
Schwartz, Mid-America Group, Ltd., Warren J.
Hayford and Daniel P. Casey (1)
10.19 Agreement, dated May 15, 1995, between BSI and
Owens-Illinois, Inc.. Pursuant to (S) 9.9 (d)
of the December 19, 1988 Stock Purchase
Agreement (1)
10.20 Termination Agreement dated as of June 1, 1995
by and among the Company and AB Leasing and
Management, Inc. (1)
10.21 BWAY Corporation Amended and Restated 1995
Long-Term Incentive Plan.*
10.22 Brockway Standard Holdings Corporation
Formula Plan for Non-Employee Directors * (1)
10.23 Form of First Amendment to Termination
Agreement (1)
10.24 Cooperation Agreement between Ball
Corporation and BWAY Corporation, dated
January 4, 1996. (3)
10.25 Merger Agreement with Milton Can Company,
Inc., dated March 12, 1996. (3)
10.26 Amendment #1 to the Merger Agreement with
Milton Can Company, Inc., dated April 30,
1996 (3)
10.27 Asset Purchase Agreement dated April 29,
1996, between Brockway Standard, Inc., BWAY
Corporation, Van Dorn Company and Crown Cork
& Seal Company, Inc. (3)
10.28 Employment Agreement between the Company and
David P. Hayford* (4)
10.29 Employment Agreement between the Company and
James W. Milton.* (4)
10.30 Amended and Restated Registration Rights
Agreement dated as of May 28, 1996, between
BWAY Corporation and certain shareholders. (4)
10.31 Asset Purchase Agreement dated October 6,
1996, between Brockway Standard (New Jersey),
Inc. formerly known as Milton Can Company,
Inc., BWAY Corporation, Ball Metal Food
Container Corp. and Ball Corporation (5)
10.32 Amendment No. 1 to the Asset Purchase
Agreement dated October 28, 1996. (5)
21.1 Subsidiaries of the Company
22.1 Certificate and Report of Inspector of
Elections for the Annual Meeting of
Stockholders of BWAY Corporation dated
February 23, 1996. (3)
27.1 Financial Data Schedule
____________________________
* Management contract or compensatory plan or arrangement.
+ This information appears only in the manually signed original copies of
this report.
** Confidential treatment requested.
(1) Incorporated by reference to the respective exhibit to the Company's
Registration Statement No. 33-91114.
(2) Incorporated by reference to the respective exhibit to the Company's Form
10-K for the fiscal year ending October 1, 1995.
(3) Incorporated by reference to the respective exhibit to the Company's Form
10-Q for the period ending March 31, 1996.
(4) Incorporated by reference to the respective exhibit to the Company's Form
10-Q for the period ending June 30, 1996.
(5) Incorporated by reference to the respective exhibit to the Company's
Current Report on Form 8-K filed on November 12, 1996.