SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
(Exact
Name of Registrant as Specified in Charter)
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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White
Plains, New York
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10604
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(914)
697-6800
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Registrant’s
telephone number, including area code
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(Former
Name and Address,
If
Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry
into Material Definitive Agreement
Paxar
Corporation (“Paxar”), a New York corporation, has entered into an Agreement and
Plan of Merger, dated as of March 22, 2007 (the “Merger Agreement”), by and
among Avery Dennison Corporation, a Delaware corporation (“Avery Dennison”),
Alpha Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of
Avery Dennison (“Merger Sub”), and Paxar, pursuant to which Merger Sub will
merge with and into Paxar, with Paxar as the surviving corporation (the
“Merger”). Avery Dennison’s and Paxar’s Board of Directors have approved the
Merger and the Merger Agreement.
This
summary of the principal terms of the Merger Agreement and the copy of the
Merger Agreement filed as an exhibit to this Form 8-K are intended to provide
information regarding the terms of the Merger Agreement and are not intended
to
modify or supplement any factual disclosures about Paxar in its public reports
filed with the Securities and Exchange Commission. In particular, the Merger
Agreement and related summary are not intended to be, and should not be relied
upon as, disclosures regarding any facts and circumstances relating to
Paxar.
Pursuant
to the terms of the Merger Agreement, each share of common stock, par value
$0.10, of Paxar (“Paxar Common Stock”) (other than shares owned by Avery
Dennison, Merger Sub or Paxar) will be converted into the right to receive
$30.50 in cash. At the effective time and as a result of the Merger, each
outstanding option to purchase Paxar Common Stock, shares of Paxar restricted
stock and Paxar performance share awards will be converted into weight-adjusted
options to purchase Avery Dennison common stock, shares of Avery Dennison
restricted stock and, at Avery Dennison’s election, shares of Avery Dennison
restricted stock or Avery Dennison restricted stock units, respectively. The
occurrence of certain circumstances could cause the accelerated vesting of
these
different securities.
Consummation
of the Merger is subject to customary conditions, including (i) approval of
the
holders of Paxar Common Stock, (ii) absence of any law or order prohibiting
the
consummation of the Merger, and (iii) expiration or termination of the
Hart-Scott-Rodino waiting period and certain other regulatory approvals. The
parties have agreed to use their reasonable best efforts to obtain all necessary
regulatory approvals, including the possibility of business divestitures,
subject to certain limitations. In addition, each party's obligation to
consummate the Merger is subject to certain other conditions, including (i)
subject to certain exceptions, the accuracy of the representations and
warranties of the other party and (ii) compliance of the other party with its
covenants. The Merger does not require the approval of Avery Dennison
stockholders. The Merger Agreement contains termination rights for each of
Avery
Dennison and Paxar in certain circumstances, some of which would require Avery
Dennison or Paxar to pay the other a termination fee and/or
expenses.
The
foregoing description of the Merger and the Merger Agreement does not purport
to
be complete and is qualified in its entirety by reference to the Merger
Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein
by
reference.
The
representations, warranties and covenants contained in the Merger Agreement
were
made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to the Merger Agreement, and are subject to
limitations agreed upon by the contracting parties, including being qualified
by
confidential disclosures exchanged between the parties in connection with the
execution of the Merger Agreement. The representations and warranties may have
been made for the purposes of allocating contractual risk between the parties
to
the Merger Agreement instead of establishing these matters as facts, and may
be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Investors are not third-party
beneficiaries under the Merger Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of Avery Dennison,
Paxar, Merger Sub or any of their respective subsidiaries or affiliates.
Moreover, information concerning the subject matter of the representations
and
warranties may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in Avery Dennison’s or Paxar’s
respective public disclosures.
Item
8.01 Other
Events
On
March
22, 2007, Avery Dennison and Paxar issued a joint press release announcing
the
execution of the Merger Agreement. A copy of the joint press release of Avery
Dennison and Paxar is filed as Exhibit 99.1 hereto and is incorporated herein
by
reference.
On
March
23, 2007, Avery Denison and Paxar made a joint investor presentation concerning
the Merger. A copy of the joint investor presentation is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
(a)
Not
applicable.
(b)
Not
applicable.
(c) Exhibits
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Exhibit
No.
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Document
Designation
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2.1
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Agreement
and Plan of Merger, dated as of March 22, 2007, among Avery Dennison
Corporation, Alpha Acquisition Corp. and Paxar
Corporation.
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99.1
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Joint
Press Release, dated March 22, 2007.
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99.2
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Joint
Investor Presentation, dated March 23,
2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
March 23, 2007
PAXAR
CORPORATION
(Registrant)
By:
/s/
Robert S. Stone
Name: Robert
S.
Stone
EXHIBIT
INDEX
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Exhibit
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Number
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Description
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2.01
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Agreement
and Plan of Merger, dated as of March 22, 2007, among Avery Dennison
Corporation, Alpha Acquisition Corp. and Paxar
Corporation.
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99.1
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Joint
Press Release, dated March 22, 2007.
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99.2
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Joint
Investor Presentation, dated March 23,
2007.
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