SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
December 3, 2002
BUHRMANN NV
(Translation of Registrant's Name into English)
Hoogoorddreef
62
1101 BE Amsterdam ZO
The Netherlands
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F ý Form 40-F o
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes o No ý
(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- )
Enclosure: Press Release dated December 3, 2002
Buhrmann NV Hoogoorddreef 62 1101 BE Amsterdam ZO P.O. Box 23456 1100 DZ Amsterdam ZO The Netherlands |
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PRESS RELEASE |
Telephone +31 (0)20 651 11 11 |
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Date Number |
3 December 2002 011 |
Telefax +31 0(20) 651 10 00 corpcomm@buhrmann.com |
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BUHRMANN ANNOUNCES RESTRUCTURING PLAN AND AMENDS CREDIT AGREEMENT. | Website www.buhrmann.com |
Restructuring
As announced on 7 October 2002, Buhrmann has identified further streamlining opportunities. We will be implementing reorganisation measures that will lead to a cost reduction of around EUR 30 million in 2003 and annual cost savings of about EUR 60 million as of 2004. The restructuring amounts to EUR 115 million before tax, of which EUR 65 million is in the form of a reorganisation cash outlay and EUR 50 million is in the form of non-cash write-offs. This results in an extraordinary charge of EUR 85 million in total after tax in the fourth quarter of 2002.
Following the successful introduction of a new generation e-Commerce system and the introduction of a new integrated single operating system in the USA, some other e-Business applications that have been developed will not be used. This now leads to the early write-off of redundant IT assets. At the same time the completion of the new centralised IT systems supports our efforts to implement consistent organisational best practices throughout North America including the elimination of certain duplicate activities. This reorganisation provides an opportunity to further improve the service to our customers. In Europe we will improve capacity utilisation of warehouses by consolidating a number of distribution facilities.
Further rationalisations allow for a reduction in back-office and support functions without affecting the organisation's distribution capabilities, while the expansion of the sales force will continue. The reorganisation will lead to a reduction in headcount of 1,100 in total. As the information and consultation procedures with employees and their representatives in various countries will begin in the coming weeks, no further details can be given at this time.
Financing (Credit Agreement)
Buhrmann has negotiated a revision of the terms of its Senior Credit Facility to ensure more financial flexibility. Amongst other things, the agreed consolidated leverage ratios and consolidated net
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cash interest coverage ratios have been adjusted in view of the experienced lower level of operating profit on a twelve months rolling basis (also see the attached briefing note).
The interest margin as laid down in the pricing grid has been increased by 0.5%. In combination with fees paid upfront which will be amortised over the remaining duration of the facility, it is expected that this leads to an increase in annual financing costs in the order of EUR 6 million to EUR 7 million (assuming no change in the debt level).
As a part of the agreement any optional dividend over 2002 will be paid out entirely in shares. The 2002 dividend proposal will be announced on 13 February 2003 with the publication of the full year results.
As stated in the company's third quarter earnings report, implemented restructurings and cost reduction efforts as well as continued stringent working capital management in all divisions will contribute to a positive available cash flow in the fourth quarter of this year. Consequently, total interest-bearing debt at the end of the fourth quarter will further decrease compared to the level at the end of the third quarter of this year.
Note to editors
There will be an Analyst Conference Call starting at 10:00 a.m. CET. The dial-in number is: +31 (0)45 631 6908. It will also be possible to listen to this conference call and download the presentation via our web site: http://www.buhrmann.com. There will be an action replay for 48 hours at: +31 (0)45 631 6999 (access code 124438#).
For more information, please contact:
Buhrmann Corporate Communications
Ewold de Bruijne, +31 (0)20 651 10 34, ewold.de.bruijne@buhrmann.com
Analysts can contact:
Buhrmann Investor Relations
Carl Hoyer, +31 (0)20 651 10 42, carl.hoyer@buhrmann.com
Profile of Buhrmann
As an international business services and distribution group, Buhrmann is the world's major supplier of office products, paper and graphic systems for the business market. By combining modern Internet technology with intelligent logistic processes Buhrmann is able to distribute these products in a highly efficient way. Internet sales account for a rapidly growing proportion of total sales.
With its Office Products Divisions operating under the name of Corporate Express, Buhrmann is market leader in the business market for office products in North America and Australia. In Europe Corporate Express ranks second. Buhrmann is European market leader in paper merchanting and in the distribution of graphic systems. The group has its head office in Amsterdam and generates annual sales of about EUR 10 billion with over 25,000 employees in 30 countries.
Disclaimer
Statements included in this press release which are not historical facts are forward-looking statements made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Such forward-looking statements are made based upon management's expectations and beliefs concerning future events impacting Buhrmann and therefore involve a number of
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uncertainties and risks, including, but not limited to industry conditions, changes in product supply, pricing and customer demand, competition, risks in integrating new businesses, currency fluctuations and the other risks described from time to time in the Company's filings with the US Securities and Exchange Commission, including the Company's Annual Report on Form 20-F and the Company's Registration Statement on Form F-4 filed with the Securities and Exchange Commission on May 17, 2002 and April 3, 2000, respectively. As a result, the actual results of operations or financial conditions of the Company could differ materially from those expressed or implied in such forward-looking statements. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update publicly or revise any forward-looking statements.
Briefing Note
Buhrmann NV
Senior Credit Facility Revised Financial Covenant Schedule
Below you find the most relevant revised financial ratios specified:
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Interest Coverage Ratio |
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Leverage Ratio |
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Period |
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Old |
New |
Old |
New |
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4Q2002 | 4.50 x | 4.50 x | 2.50 x | 2.45 x | ||||
1Q2003 | 4.25 x | 4.50 x | 2.75 x | 2.25 x | ||||
2Q2003 | 4.25 x | 4.75 x | 2.75 x | 2.15 x | ||||
3Q2003 | 4.00 x | 4.75 x | 2.75 x | 2.20 x | ||||
4Q2003 | 3.75 x | 4.60 x | 3.00 x | 2.20 x |
Notes:
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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.
Date: December 3, 2002 | |||
BUHRMANN NV | |||
By: |
/s/ F.H.J. KOFFRIE F.H.J. Koffrie Member Executive Board |
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By: |
/s/ J.P.E. BARBAS J.P.E. Barbas Company Secretary |
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