ITEM 1 - BUSINESS
Bemis Company, Inc., a Missouri corporation, continues a business formed in 1858. The Registrant was incorporated in 1885 as Bemis Bro. Bag Company with the name changed to Bemis Company, Inc. in 1965.
The Registrant is a principal manufacturer of flexible packaging products and specialty coated and graphics products. Information about the Registrant's operations in different business segments appearing on pages 38 and 39 of the the accompanying 1993 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report.
As of December 31, 1993, the Registrant had approximately 7,600 employees, of which an estimated 5,100 were classified as production employees. Most of the production employees are covered by collective bargaining contracts involving six different international unions and 22 individual contracts with terms ranging from three to five years. During 1993, six contracts covering approximately 800 employees at six different locations in the United States were successfully negotiated. During 1994, seven labor agreements are scheduled to expire.
Working capital elements throughout the year fluctuate in relation to the level of business. Customer and vendor payment terms are generally net 30 days; exceptions to these terms are not material. Inventory levels reflect a reasonable balance between raw material pricing and availability, and our commitment to promptly fill customer orders.
Backlogs are not a significant factor in the industries in which the Registrant operates; most orders placed with the Registrant are for delivery within 90 days or less.
The Registrant owns patents, licenses, trademarks, and trade names on its products. The loss of any or all patents, licenses, trademarks, or trade names would not have a materially adverse effect on the Registrant's results as a whole or either of its segments. The business of each of the segments is not seasonal to any
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significant extent. A summary of the Registrant's business activities reported by its two business segments follows:
FLEXIBLE PACKAGING PRODUCTS - The Registrant and its subsidiaries manufacture a broad range of industrial and consumer packaging comprised of coated and laminated films, polyethylene packaging, packaging machinery, multiwall and consumer-size paper packaging and specialty containers. Coated and laminated film packaging includes extruding, coating, laminating, metallizing, printing and converting to perishable and frozen food packaging, and products such as stretch film and carton sealing tape. Coated and laminated films accounted for 32%, 32% and 31%, of consolidated net sales for the years 1993, 1992 and 1991, respectively.
Polyethylene packaging products include extruded products, printed roll stock and pre-formed bags. Polyethylene products accounted for 16%, 10% and 9% of consolidated net sales for the years 1993, 1992 and 1991, respectively. Packaging machinery includes the manufacture of packaging systems for an extensive list of consumer and industrial products ranging from toilet tissue, candy and frozen vegetables to fertilizer, insulation materials, detergent and pharmaceutical products. Packaging machinery accounted for 9%, 9% and 9% of consolidated net sales for the years 1993, 1992 and 1991, respectively. Multiwall and consumer-size paper bags are produced for a wide range of industrial and consumer packaging products such as seed, feed, flour, cement and chemicals, and small consumer-size packages for such products as sugar, flour, rice and petfood. Sales of this product line accounted for 17%, 16% and 17% of consolidated net sales for the years 1993, 1992 and 1991, respectively.
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SPECIALTY COATED AND GRAPHICS PRODUCTS - The Registrant manufactures pressure- sensitive materials which includes a full line of industrial adhesive products for mounting and bonding, quality roll label and sheet print stocks for numerous applications including packaging labels, and a line of highly specialized laminates for graphics and photography. Pressure-sensitive materials accounted for 24%, 27% and 25% of consolidated net sales for the years 1993, 1992 and 1991, respectively. This product segment also includes the manufacture of pressure-sensitive label applicating equipment, rotogravure cylinders and film services.
MARKETING, DISTRIBUTION AND COMPETITION While the Registrant's sales are made through a variety of distribution methods, more than 70% of each segment's sales are made by the Registrant's sales force. Sales offices and plants are located throughout the United States, Canada, Great Britain, Europe and Scandinavia to provide prompt and economical service to more than 30,000 customers. The highly technical sales force is supported by product development engineers, design technicians and a customer service organization.
No single customer accounts for 10% or more of the Registrant's total sales of either of its two business segments. Furthermore, the loss of one or a few major customers would not have a material adverse effect on their operating results.
The major markets in which the Registrant sells its products are highly competitive. Areas of competition include price, innovation, quality and service. This competition is significant as to both the size and number of competing firms.
Major competitors in the Flexible Packaging Products segment include American National Can, Printpack, James River, Cryovac, Huntsman Chemical, AEP Industries, Stone Container and Union Camp. In the Specialty Coated and Graphics Products segment major competitors include Avery-Dennison, Flexcon, Minnesota Mining and Manufacturing, Jackstadt (Germany) and Haarla (Finland).
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The Registrant considers itself to be a significant factor in the market niches it serves; however, due to the diversity of the Flexible Packaging and Specialty Coated and Graphics Products segments, the Registrant's precise competitive position in these markets is not reasonably determinable.
Advertising is limited primarily to business and trade publications, and emphasizes our packaging and related capabilities and the individual problem- solving approach to customer problems.
RAW MATERIALS
Plastic resins, paper and chemicals constitute the basic major raw materials. These are purchased from a variety of industry sources. While temporary shortages of raw materials may occur occasionally, these items are currently readily available.
RESEARCH AND DEVELOPMENT EXPENSE Research and development expenditures were as follows:
ENVIRONMENT CONTROL
Compliance with federal, state and local provisions which have been enacted or adopted regulating discharges of materials into the environment, or otherwise relating to the protection of the environment is not expected to have a material effect upon the capital expenditures, earnings and competitive position of the Registrant and its subsidiaries.
ITEM 2
ITEM 2 - PROPERTIES
Properties utilized by the Registrant and its subsidiaries at December 31, 1993, were as follows:
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FLEXIBLE PACKAGING PRODUCTS - The Registrant has 33 manufacturing plants of which seven are leased, located in 17 states and two foreign countries. Leases generally provide for minimum terms of two to 45 years and have one or more five-year renewal options. The initial terms of leases in effect at December 31, 1993, expire between 1994 and 2009.
SPECIALTY COATED AND GRAPHICS PRODUCTS - The Registrant has nine manufacturing plants of which three are leased, located in four states and three foreign countries. Leases generally provide for minimum terms of five to 25 years and have one or more renewal options. The initial terms of leases in effect as of December 31, 1993, expire between 1996 and 2008.
CORPORATE - The executive offices of the Registrant, which are leased, are located in Minneapolis, Minnesota.
The Registrant considers its plants and other physical properties to be suitable, adequate and of sufficient productive capacity to meet the requirements of its business. The manufacturing plants operate at varying levels of capacity depending on the type of operation and market conditions.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
The Registrant is involved in a number of lawsuits, including superfund litigation, incidental to its business. None of the litigation is material to the Registrant, and the Registrant is not aware of any pending or threatened litigation that is likely to have a material adverse affect upon the Registrant's business, operating results or financial condition. The Registrant is a potentially responsible party (PRP) in approximately twenty superfund sites around the United States. At over one half of these sites the Registrant has full insurance protection. At a majority of the remaining sites the Registrant is a "de minimis" PRP and has negotiated a position as such. In all cases in which the Registrant is uninsured or where insurance coverage is in dispute, the Registrant has reserved an amount that it believes to be adequate to cover its exposure. - 6 -
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None
ITEM 5
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDERS MATTERS
The information required by this item appearing on pages 1 and 22 of the accompanying 1993 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
The information required by this item appearing on page 23 of the accompanying 1993 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report.
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item appearing on pages 19 to 22 of the accompanying 1993 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report.
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, together with the report thereon of Price Waterhouse dated January 24, 1994, and quarterly data appearing on pages 24 to 39 of the accompanying 1993 Annual Report to Shareholders are incorporated by reference in this Form 10-K Annual Report. With the exception of the aforementioned information and the information incorporated in items 1, 5, 6, 7 and 8, the 1993 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.
ITEM 9
ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
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ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information on directors is omitted because the Registrant will have filed with the Commission a definitive proxy statement pursuant to Regulation 14A within 120 days after December 31, 1993.
The following sets forth the name, age and business experience for the last five years of the principal executive officers of the Registrant. Unless otherwise noted, each officer has been an employee of the Registrant for the last five years and the positions described relate to positions with the Registrant.
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ITEM 11
ITEM 11 - MANAGEMENT REMUNERATION
The information required by this item is omitted because the Registrant will have filed with the Commission a definitive proxy statement pursuant to Regulation 14A within 120 days after December 31, 1993.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is omitted because the Registrant will have filed with the Commission a definitive proxy statement pursuant to Regulation 14A within 120 days after December 31, 1993.
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is omitted because the Registrant will have filed with the Commission a definitive proxy statement pursuant to Regulation 14A within 120 days after December 31, 1993.
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ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of the report:
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
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(3) Exhibits
13. 1993 Annual Report to Shareholders
22. Subsidiaries of the Registrant
All other exhibits are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(b) There were no reports on Form 8-K filed during the fourth quarter ended December 31, 1993.
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REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of Bemis Company, Inc.
Our audits of the consolidated financial statements referred to in our report dated January 24, 1994, appearing on page 24 of the 1993 Annual Report to Shareholders of Bemis Company, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of Financial Statement Schedules listed in Item 14(a) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
Price Waterhouse
PRICE WATERHOUSE
Minneapolis, Minnesota January 24, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 (number 2-61796) of Bemis Company, Inc. of our report dated January 24, 1994, appearing on page 24 of the Annual Report to Shareholders which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report on the Financial Statement Schedules which appears above.
Price Waterhouse
PRICE WATERHOUSE
Minneapolis, Minnesota March 14, 1994
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SIGNATURES
Pursuant to the requirements of Section 13 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.
BEMIS COMPANY, INC.
Benjamin R. Field, III By LeRoy F. Bazany - ---------------------------------- ------------------------------
Benjamin R. Field, III, Senior LeRoy F. Bazany, Vice President Vice President, Chief Financial and Controller Officer and Treasurer
Date March 18, 1994 Date March 18, 1994 ----------------------------- ---------------------------
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 and in the capacities and on the dates indicated.
Howard Curler Edward W. Asplin - ---------------------------------- ------------------------------- Howard Curler, Director Edward W. Asplin, Director
Date March 18, 1994 Date March 18, 1994 ----------------------------- --------------------------
John H. Roe E. Thomas Binger - ---------------------------------- ------------------------------- John H. Roe, President and Chief E. Thomas Binger, Director Executive Officer; Director
Date March 18, 1994 Date March 18, 1994 ----------------------------- --------------------------
Robert A. Greenkorn Robert F. Zicarelli - ---------------------------------- ------------------------------- Robert A. Greenkorn, Director Robert F. Zicarelli, Director
Date March 18, 1994 Date March 18, 1994 ----------------------------- --------------------------
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APPENDIX TO THE ELECTRONIC FILING - 1993 FORM 10-K
Data appearing on bar charts on indicated pages of the 1993 Annual Report.