American Pad & Paper Company
Ticker: AGP 17304 Preston Road, Suite 700
Exchange: New York Stock Exchange Dallas, Texas 75252
Industry: Manufacturing (214) 733-6200

Type of Shares:Class A Common Shares Filing Date:4/25/96
U.S. Shares:12,500,000 Offer Date:7/1/96
Non-U.S. Shares:3,125,000 Filing Range:$15.00 - $17.00
Primary Shares:12,500,000 Offer Price:$15.00
Secondary Shares:3,125,000 Gross Spread:$0.86
Offering Amount: $250,000,000 Selling:$0.52
Expenses:$1,300,000 Reallowance:$0.10
Shares Out After:27,399,809

ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 703-4797
Alex. Brown & Sons IncorporatedCo-manager (410) 727-1700
BT Securities CorporationCo-manager (212) 250-5000
CS First BostonCo-manager (212) 909-3312
Goldman, Sachs & Co.Co-manager (212) 902-1172
Salomon Brothers Inc.Co-manager (212) 783-2947
Wasserstein Perella SecuritiesCo-manager (212) 969-2611

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$259.34$121.42$47.69Assets:$500.79
Net Income:-$14.69$0.13$0.59Liabilities:$567.09
EPS:-$0.91$0.01Equity:-$66.29

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is one of the largest manufacturers and marketers of paper-based office products (excluding forms and copy paper) in the $60 billion to $70 billion North American office products industry. The company offers a broad product line including nationally branded and private writing pads, file folders, envelopes and other office products. Through its Ampad division, the company is among the largest and most important suppliers of pads and other paper-based writing products, filing supplies and envelopes to many of the largest and fastest growing office products distributors. Acquired in October 1995, the company's Williamhouse division is the leading supplier of mill branded, specialty and commodity envelopes to paper merchants/distributors. The company's strategy is to grow by focusing on the largest and fastest growing office product distribution channels, making acquisitions, introducing new product lines, broadening product distribution across its channels, making acquisitions, introducing new product lines, broadening product distribution across its channels and maintaining its position among the lowest-cost manufacturers in the industry.

Use of Proceeds
The proceeds from the proposed offering will be used to repay certain outstanding bank debt and redeem a portion of notes issued by the company's principal operating subsidiary and to pay certain fees.

Last updated: 10/28/96

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