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 page 38 of the accompanying 1994 Annual Report to Shareholders is incorporated by reference in this Form 10-K Annual Report.
As of December 31, 1994, the Registrant had approximately 8,100 employees, of which an estimated 5,500 were classified as production employees. Most of the production employees are covered by collective bargaining contracts involving five different international unions and 19 individual contracts with terms ranging from three to five years. During 1994, eight contracts covering approximately 1,750 employees at eight different locations in the United States were successfully negotiated. During 1995, three 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 significant extent. A summary of the Registrant's business activities reported by its two business segments follows:
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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, industrial and consumer paper bag packaging, and specialty containers. Coated and laminated film packaging includes extruding, coating, laminating, metallizing, printing, converting to perishable and frozen food packaging, and products such as stretch film and carton sealing tape. Coated and laminated films accounted for 31 percent, 32 percent, and 32 percent of consolidated net sales for the years 1994, 1993, and 1992, respectively.
Polyethylene packaging products include extruded products, printed roll stock and preformed bags. Polyethylene products accounted for 16 percent, 16 percent, and 10 percent of consolidated net sales for the years 1994, 1993, and 1992, 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 8 percent, 9 percent, and 9 percent of consolidated net sales for the years 1994, 1993, and 1992, respectively.
Industrial and consumer paper bags include a wide range of packaging for products such as seed, feed, flour, cement, and chemicals and small consumer- size packages for such products as sugar, flour, rice, and pet food. Sales of this product line accounted for 15 percent, 17 percent, and 16 percent of consolidated net sales for the years 1994, 1993, and 1992, respectively.
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SPECIALTY COATED AND GRAPHICS PRODUCTS - The Registrant manufactures pressure- sensitive materials which includes quality roll label and sheet print stocks for numerous applications including packaging labels and laser printing, a full line of industrial adhesive products for mounting and bonding, and a line of highly specialized laminates for graphics and photography. Pressure-sensitive materials accounted for 29 percent, 24 percent, and 27 percent of consolidated net sales for the years 1994, 1993, and 1992, 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 percent 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, Scandinavia, Australia, and Mexico 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 percent 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 the 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 emphasizing 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
ENVIRONMENTAL 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, 1994, were as follows:
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FLEXIBLE PACKAGING PRODUCTS - The Registrant has 30 manufacturing plants of which six are leased, located in 15 states and one foreign country. Leases generally provide for minimum terms of seven to 20 years and have one or more five-year renewal options. The initial terms of leases in effect at December 31, 1994, expire between 1995 and 2010.
SPECIALTY COATED AND GRAPHICS PRODUCTS - The Registrant has ten manufacturing plants of which three are leased, located in five 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, 1994, 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 environmental related 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 effect upon the Registrant's business, operating results, or financial condition. The registrant is a potentially responsible party (PRP) in approximately thirteen superfund sites around the United States. In substantially all cases, the Registrant is a "de minimis" PRP and has negotiated a position as such. In addition, at approximately one-half of these sites the Registrant has full insurance protection. The Registrant has reserved an amount that it believes to be adequate to cover its exposure.
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ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None
ITEM 5
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item appearing on pages 1 and 22 of the accompanying 1994 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 1994 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 1994 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 LLP dated January 23, 1995, and the quarterly data appearing on pages 24 to 39 of the accompanying 1994 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 1994 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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, 1994.
The following sets forth the name, age, and business experience for the last five years of the principal executive officers of the Registrant. 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 - EXECUTIVE COMPENSATION
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, 1994.
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, 1994.
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, 1994.
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ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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. 1994 Annual Report to Shareholders
22. Subsidiaries of the Registrant
27. Financial Data Schedule (EDGAR electronic filing only)
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, 1994.
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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 23, 1995, appearing on page 24 of the 1994 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.
S\ Price Waterhouse LLP
PRICE WATERHOUSE LLP Minneapolis, Minnesota January 23, 1995
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 23, 1995, 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.
S\ Price Waterhouse LLP
PRICE WATERHOUSE LLP Minneapolis, Minnesota March 3, 1995
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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.
By S\ B. R. Field, III By S\ LeRoy F. Bazany -------------------------------- ------------------------------- Benjamin R. Field, III, Senior Vice LeRoy F. Bazany, Vice President President, Chief Financial Officer and Controller and Treasurer
Date March 3, 1995 Date March 3, 1995 ----------------------------- ------------------------------ 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.
S\ Howard Curler S\ Winslow S. Buxton - ----------------------------------- ----------------------------------- Howard Curler, Director Winslow S. Buxton, Director
Date March 3, 1995 Date March 3, 1995 ----------------------------- ------------------------------
S\ John H. Roe S\ Loring W. Knoblauch - ----------------------------------- ----------------------------------- John H. Roe, President and Chief Loring W. Knoblauch, Director Executive Officer; Director
Date March 3, 1995 Date March 3, 1995 ----------------------------- ------------------------------
S\ Robert A. Greenkorn S\ Robert F. Zicarelli - ----------------------------------- ----------------------------------- Robert A. Greenkorn, Director Robert F. Zicarelli, Director
Date March 3, 1995 Date March 3, 1995 ----------------------------- ------------------------------
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BEMIS COMPANY, INC.
222 South Ninth Street, Suite 2300
Minneapolis, Minnesota
55402-4099
(612) 376-3000
Benjamin R. Field, III Senior Vice President, Chief Financial Officer and Treasurer
APPENDIX TO THE ELECTRONIC FILING - 1994 FORM 10-K
Data appearing on bar charts on indicated pages of the 1994 Annual Report.
BEMIS COMPANY, INC. AND SUBSIDIARIES SCHEDULE V - PROPERTY AND EQUIPMENT (in thousands of dollars)
BEMIS COMPANY, INC. AND SUBSIDIARIES SCHEDULE V - PROPERTY AND EQUIPMENT (in thousands of dollars)
BEMIS COMPANY, INC. AND SUBSIDIARIES SCHEDULE V - PROPERTY AND EQUIPMENT (in thousands of dollars)
BEMIS COMPANY, INC. AND SUBSIDIARIES SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT (in thousands of dollars)
BEMIS COMPANY, INC. AND SUBSIDIARIES SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT (in thousands of dollars)
BEMIS COMPANY, INC. AND SUBSIDIARIES SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT (in thousands of dollars)
BEMIS COMPANY, INC. AND SUBSIDIARIES SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (in thousands of dollars)
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BEMIS COMPANY, INC. AND SUBSIDIARIES SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION (in thousands of dollars)
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