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On September 7, 2001, the Company purchased all of the outstanding
stock of Duralam, Inc., which had annual sales of approximately
$55.0 million, for a cash purchase price of $68.4 million. Duralam
manufactures films for packaging meat, cheese, candy, and other
food products at facilities in Appleton and Neenah, Wisconsin. The
total cash purchase price has been accounted for under the purchase
method of accounting reflecting the provision of SFAS No. 141 and
SFAS No. 142 regarding such acquisitions initiated after June 30,
2001. In a preliminary allocation of the purchase price, $20.0 million
was allocated to tangible assets and $48.4 million to goodwill,
of which approximately $15.8 million is tax deductible goodwill.
This preliminary purchase price allocation will be finalized in
early 2002 when the valuation of assets acquired is completed. Results
of operations subsequent to September 7, 2001, are included in these
financial statements.
On September 8, 2000, the Company purchased the pressure sensitive
materials product line of Kanzaki Specialty Papers, Inc. which had
approximately $78.0 million in sales in 1999. This business supplies
direct thermal pressure sensitive products to printers for labels
used for bar coding, shipping and inventory labeling, and a variety
of other end uses. Assets acquired with this business include a
long-term supply agreement to purchase Kanzakis high quality
face paper to which adhesive will be applied using already available
state-of-the-art equipment. No equipment or facilities were acquired
with this business. The total cash purchase price of $45.2 million
has been accounted for under the purchase method of accounting,
and results of operations subsequent to September 7, 2000, are included
in these financial statements.
On August 31, 2000, the Company purchased the specialty plastic
films business of Viskase Companies, Inc., which supplies a variety
of shrinkable barrier bags, films, and cook-in bags to beef, pork,
poultry, and cheese processors. It had net sales of approximately
$150.0 million in 1999. This acquisition has strong and complex
technologies that both complement and extend the technologies employed
in the Companys very successful flexible packaging business.
In addition, this acquisition brings to the Company immediate access
to important fresh meat markets and is a natural extension of the
strong position and relationships already established in the processed
meat, cheese, and poultry markets. Included in the acquisition are
manufacturing facilities in Centerville, Iowa; Pauls Valley, Oklahoma;
Swansea, Wales; and São Paulo, Brazil. The total cash purchase
price of $226.2 million has been accounted for under the purchase
method of accounting, and results of operations subsequent to August
30, 2000, are included in these financial statements.
Effective August 1, 2000, the Company purchased the assets of the
flexible packaging business of Arrow Industries, which had net sales
of approximately $33.0 million during the preceding twelve months.
Equipment acquired with this business has been strategically deployed
into existing facilities to provide additional capacity. The total
cash purchase price of $18.8 million has been accounted for under
the purchase method of accounting, and results of operations subsequent
to July 31, 2000, are included in these financial statements.
On January 6, 2000, the Company purchased the remaining 13 percent
minority interest in Morgan Adhesives Company (MACtac). The Company
issued 1,730,952 shares of its common stock, valued at $54.8 million,
and paid $3.4 million in cash. Upon the acquisition of these minority
shares, MACtac became a wholly owned subsidiary of Bemis Company,
Inc.
On January 13, 1999, the Company purchased the remaining minority
interest in voting preference shares of Perfecseal Limited in accordance
with an agreement dated April 29, 1996, relating to the acquisition
of Perfecseal Healthcare Packaging Division (Perfecseal) of Paper
Manufacturers Company, Inc. A cash payment of $1.4 million was made
to acquire the remaining outstanding minority interest.
Supplemental pro forma results of operations giving effect to the
acquisitions are not presented because they are not material.
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