Prospectus ACCO BRANDS CORP - 4-13-2012 by ABD-Agreements


									                                              UNITED STATES
                                  SECURITIES AND EXCHANGE COMMISSION
                                           Washington, D.C. 20549

                                                       FORM 8-K

                                  Current Report Pursuant to Section 13 or 15(d) of
                                        the Securities Exchange Act of 1934

                          Date of Report (Date of earliest event reported):       April 13, 2012

                                          ACCO BRANDS CORPORATION
                                   (Exact name of registrant as specified in its charter)

                  Delaware                          001-08454                                  36-2704017
         (State or other jurisdiction         (Commission File Number)              (I.R.S. Employer Identification No.)
              of Incorporation)

          300 Tower Parkway
            Lincolnshire, IL                                                                      60069
  (Address of principal executive offices)                                                      (Zip Code)

                         Registrant’s telephone number, including area code: ( 847) 541-9500

                                                  Not Applicable
                              (Former name or former 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:

              Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

              Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

              Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
               (17 CFR 240.14d-2(b))

              Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
               (17 CFR 240.13e-4(c))
Section 8—Other Events

Item 8.01.    Other Events.

        On April 13, 2012, ACCO Brands Corporation (the “Company”) issued a press release announcing, among
other things, that MeadWestvaco Corporation (“MWV”) had received a favorable private letter ruling from the Internal
Revenue Service, which is one of the conditions to consummating the pending merger of the Consumer & Office
Products business of MWV with the Company (the “Merger”). The press release relating to the Company’s
announcement is filed herewith as Exhibit 99.1 and incorporated herein. Completion of the Merger remains subject to
the satisfaction or waiver of certain other conditions, including the approval of the Merger by the Company’s

Section 9—Financial Statements and Exhibits

Item 9.01.    Financial Statements and Exhibits .

       (d)     Exhibits

       Exhibit 99.1—Press release dated April 13, 2012

        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.

                                                            ACCO BRANDS CORPORATION

Date: April 13, 2012                                        By: /s/ Neal V. Fenwick
                                                                Name: Neal V. Fenwick
                                                                Title:    Executive Vice President
                                                                        and Chief Financial Officer
                                         INDEX TO EXHIBITS


 99.1     Press release dated April 13, 2012
                                                                                                           EXHIBIT 99.1



                             Ticker symbol change expected to be effective May 1, 2012

LINCOLNSHIRE, ILLINOIS, April 13, 2012 – ACCO Brands Corporation (NYSE:ABD), a world leader in branded
office products, today announced that in conjunction with the anticipated closing of the pending merger of a wholly
owned subsidiary of ACCO Brands with MeadWestvaco’s Consumer & Office Products business, its NYSE ticker
symbol will change to “ACCO.” The new symbol is expected to become effective as of the opening of NYSE trading
on Tuesday, May 1, 2012.

The new ACCO ticker symbol now matches the widely recognized ACCO Brands name. “The investing public and our
customers know us as ACCO Brands,” said Chairman and Chief Executive Officer Robert J. Keller. “Our new trading
symbol will be another positive step in our transformation.”

As previously announced, on November 17, 2011, ACCO Brands and MeadWestvaco Corporation (NYSE: MWV)
signed a definitive agreement to merge MeadWestvaco ’ s Consumer & Office Products business into ACCO
Brands. Today MWV announced that it has received a ruling from the Internal Revenue Service confirming the
tax-free nature of the distribution of 50.5 percent of the outstanding shares of common stock of ACCO Brands to MWV
shareholders, which distribution will be made upon the merger becoming effective.

Completion of the merger remains subject to the satisfaction or waiver of certain conditions, including the approval of
the merger by ACCO Brands ’ shareholders at a special meeting of shareholders scheduled for April 23, 2012. If the
merger is approved, the new shares to be issued will begin trading on a when-issued basis April 24, 2012, under the
NYSE ticker symbol “ACCO wi.” Assuming the merger is completed before May 1, 2012, it is anticipated that,
effective upon the opening of regular trading on May 1, 2012, all shares of ACCO Brands common stock will trade
under the new ticker symbol “ACCO.”

About ACCO Brands Corporation

ACCO Brands Corporation is a world leader in branded office products. Its industry-leading brands include
Day-Timer®, Swingline®, Kensington®, Quartet®, GBC®, Rexel, NOBO, Derwent, Marbig and Wilson Jones®,
among others. Under the GBC brand, the company is also a leader in the professional print finishing market.

Forward-Looking Statements

This press release contains certain statements which may constitute “ forward-looking statements ” as that term is
defined in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to certain risks and uncertainties, are made as of the date hereof and the
company assumes no obligation to update them.

Forward-looking statements relating to the proposed merger involving ACCO Brands and the Consumer & Office
Products business of MeadWestvaco Corporation include, but are not limited to: statements about the benefits of the
proposed merger, including future financial and operating results; ACCO Brands’ plans, objectives, expectations and
intentions; the expected timing of completion of the merger; and other statements relating to the merger that are not
historical facts. With respect to the proposed merger, important factors could cause actual results to differ materially
from those indicated by such forward-looking statements, including, but not limited to: the risk that a condition to
closing of the merger may not be satisfied; the length of time necessary to consummate the merger; the risk that the
cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than
expected and the impact of additional indebtedness. These risks, as well as other risks associated with the proposed
merger, are more fully discussed in the proxy statement/prospectus included in the registration statement on Form S-4
that ACCO Brands filed with the United States Securities and Exchange Commission (“SEC”) on March 22, 2012 in
connection with the proposed merger.

In connection with the proposed merger, the registration statement has been declared effective by the SEC. This
registration statement includes a proxy statement/prospectus of ACCO Brands that has been mailed to the shareholders
of ACCO Brands. Shareholders are urged to read the proxy statement/prospectus and any other relevant documents,
because they contain important information about ACCO Brands and the proposed merger. The proxy
statement/prospectus and other documents relating to the proposed merger can be obtained free of charge from the
SEC’s website at The proxy statement/prospectus and other documents can also be obtained free of
charge from ACCO Brands upon written request to ACCO Brands Corporation, Investor Relations, 300 Tower
Parkway, Lincolnshire, Illinois 60069, or by calling (847) 484-3020.

This communication is not a solicitation of a proxy from any security holder of ACCO Brands. However, ACCO
Brands and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies
from shareholders in connection with the proposed merger under the rules of the SEC. Information about the directors
and executive officers of ACCO Brands may be found in its 2011 Annual Report on Form 10-K filed with the SEC on
February 23, 2012, as amended, and its definitive proxy statement relating to its 2012 Annual Meeting of Shareholders
filed with the SEC on March 30, 2012.

For further information:

Rich Nelson                            Jennifer Rice
Media Relations                         Investor Relations
(847) 484-3030                        (847) 484-3020

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