Premier Package & Label Corporation
Proposed Ticker: - 114 Sansome Street, Suite 1000
Exchange:NASDAQ-National Market San Francisco, CA 94101
Industry:Manufacturing (SIC Code 2759) (415) 362-9800
# of Employees:0

Filing Information
Type of Shares:Common Shares Filing Date:7/18/97
U.S. Shares Filed:0 Filing Price: -
Non-U.S. Shares Filed:0 Offering Amount: $63,200,000
Primary Shares:0 Expenses: -
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
J.P. Morgan Securities Inc.Lead Manager (212) 648-0517
Robertson, Stephens & CompanyCo-manager (415) 989-8500

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Bank's Law Firm: Davis, Polk & Wardwell
Auditor: Deloitte & Touche
Registrar/Transfer Agent: Bank of Boston

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$142.78$36.04$35.55Assets:$112.45
Net Income:$4.67$1.18$1.24Curr Assets:$35.60
EPS:Liabilities:$15.75
Prior EPS:$1.70$1.92Curr Liabilities:$12.69
Cash Flow/Oper:$4.12-$0.02-$0.03Equity:$96.70
Cash Flow/Fin:-$0.12-$1.96-$2.54Cash:$0.45
Cash Flow/Inv:-$5.00-$1.96Working Cap:$22.91

Business Description
The company was formed to create a premier consolidator and operator of labeling and packaging companies. Through its four operating subsidiaries, the company manufactures and sells a wide array of packaging products. Including pressure sensitive labels for the consumer products, food packaging and direct mail industries, glue-applied labels for the liquor, wine, candy and cigar industries, and specialty rigid packaging for the eyewear industry. In addition, the Company provides commercial printing services, foil-stamping for the trading card industry, promotional packaging and materials, and certain flexible packaging solutions. The Company has more than 1,200 employees and services more than 4,500 customers in a variety of industries nationwide. For the year ended December 31, 1996, the Company's sales and operating income (on a pro forma basis) were $142.8 million and $7.6 million, respectively. The Company believes increasing demand for higher value-added packaging, the consumer products industry's focus on limiting the number of packaging suppliers and the costs associated with maintaining technologically advanced packaging facilities are factors contributing to the consolidation within the packaging industry.The Company also believes that the recent focus in numerous industries on improved efficiency is causing many customers to seek to reduce their number of label and packaging suppliers to a select few that can offer both higher quality and a more complete line of value-added products and services. The growing need for more specialized packaging solutions, along with frequent advances in packaging technology, is placing increased demands on smaller packaging companies which do not have the resources or the geographic scope to address the needs of a growing number of packaging customers. As a result, the Company believes that the segments of the packaging industry in which the Company competes will continue to consolidate.

Competition
There is substantial competition in the packaging industry. The Company competes with distributors and manufacturers of packaging products based in the United States and, to a limited extent, overseas. Many of the Company's competitors have greater name recognition, established operating histories and, in many cases, substantially greater financial and other resources than the Company. Such competitors may use their economic strength to influence the market to continue to buy their products which compete with the Company's products. In addition, new competitors may arise and may develop products which compete with the Company's products. Moreover, some of the Company's current customers presently, or in the future may, compete with the Company. There can be no assurance that new or proprietary technology will not be introduced by an existing or new competitor that may make the Company's products or services obsolete. To the extent that the Company is unable to compete successfully against its existing and future competitors, its business, operating results and financial condition would be materially adversely affected. While the Company believes that it competes effectively within the packaging industry, there are several factors that could reduce the Company's ability to compete effectively. The Company cannot assure that additional competitors with greater resources than the Company will not enter the industry and compete effectively against the Company or that the consolidation trend in the industry will continue.

Business Plan
The company's goal is to become a premier consolidator and operator of label and packaging companies. The main elements of the company's strategy include the following: (I) Pursue Strategic Acquisitions, (ii) Create a Single Source for Value-Added Packaging and Labels, (iii) Increase Operating Efficiencies and (iv) Invest in New Technologies to Increase Operating Responsiveness.

Use of Proceeds
The proceeds from the proposed offering will be used to repay substantially all of the indebtedness of the Operating Subsidiairies incurred prior to the acquisitions.

Executive Officers and Directors
Officer NameTitleAge
Vincent F. TitoloChairman of the Board of Directors57
Richard C. BlakeChief Executive Officer, Blake Printing, and Director49
Larry NathansonChief Executive Officer, CalOptical53
Ben KraftChief Executive Officer, St. Louis Litho47
Terrance R. FulwilerChief Executive Officer, Wisconsin Label, and Director46
Daniel R. FulwilerChief Operating Officer, Wisconsin Label, and Director38
William T. LeithPresident, Chief Executive Officer and Director49
Gary S. YellinVice President and Controller46
Jay K. TomcheckVice President of Finance, Wisconsin Label, and Director37
Eric R. MenkeVice President, Business Development30

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