Specialized Disclosure Report (sd)
June 01 2015 - 1:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
BEMIS COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Missouri |
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1-5277 |
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43-0178130 |
(State or other jurisdiction of incorporation or organization) |
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Commission File Number |
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(I.R.S. Employer Identification No.) |
One Neenah Center, 4th Floor, P.O. Box 669
Neenah, Wisconsin 54957-0669
(Address of principal executive offices)
Steven J. Price
Deputy General Counsel
(920) 527-5080
(Name and telephone number, including area code, of the
person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
x Rule 13p-1 under the Securities Exchange Act (17CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014.
SECTION 1. Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Section 13(p) of the Securities Exchange Act of 1934 and Rule 13p-1 thereunder (collectively, the conflict mineral rules) require Bemis Company, Inc. (Bemis) to make certain disclosures concerning supply sources for conflict minerals principally consisting of gold, tin, tungsten, or tantalum that may be necessary to the manufacture or functionality of our products. Terms and phrases used but not defined in this disclosure have the meanings given under the conflict mineral rules.
In 2014, Bemis sold certain filling machines for packaged food products in South America for which tin solder is necessary to the products functionality. Under the conflict mineral rules, Bemis may be deemed to manufacture or contract to manufacture those products. The conflict minerals for such products manufactured in 2013 were all outside the supply chain by January 31, 2013. Accordingly, no Form SD was required for the year ended December 31, 2013. Bemis conducted in good faith a reasonable country of origin inquiry regarding the conflict minerals described above for 2014. Such inquiry was reasonably designed to determine whether any of these minerals originated in the Democratic Republic of the Congo (DRC) or an adjoining country, or are from recycled or scrap sources. The inquiry included obtaining written representations from eleven of our thirty-one suppliers for these minerals to the effect that (i) the supplier has conducted its own reasonable country of origin inquiry within the meaning of the conflict mineral rules with respect to minerals sold to Bemis; and (ii) based on such inquiry, the supplier has determined such minerals do not originate in the DRC or an adjoining country, or are from recycled or scrap sources, or the supplier has no reason to believe such minerals may have originated in the DRC or an adjoining country. Based on these inquiries, Bemis has no reason to believe any of such conflict minerals may have originated in the DRC or an adjoining country.
With respect to the conflict minerals for which the Company could not determine, based on its reasonable country of origin inquiry, were from recycled or scrap sources or originated outside of the DRC, Bemis conducted further due diligence as described in Bemis Conflict Minerals Report filed as Exhibit 1.01 to this Form SD. There is significant overlap between our reasonable country of origin inquiry and our due diligence measures performed.
This Form SD, including Bemis Conflict Minerals Report, is publicly available, along with Bemis other SEC filings, on Bemis website at www.bemis.com, by clicking on Investors and then selecting SEC Filings.
Item 1.02 Exhibits
A copy of Bemis Conflict Minerals Report for the reporting period January 1, 2014 to December 31, 2014, is provided as Exhibit 1.01 hereto.
SECTION 2. Exhibits
Item 2.01 Exhibits
Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.
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, thereunto duly authorized.
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BEMIS COMPANY, INC. |
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By |
/s/ Sheri H. Edison |
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Sheri H. Edison, Vice President, General Counsel and Secretary |
Date: |
June 1, 2015 |
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EXHIBIT INDEX
Exhibit |
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Description |
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Method of Filing |
1.01 |
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Conflict Minerals Report of Bemis Company, Inc. |
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Filed Electronically |
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EXHIBIT 1.01
BEMIS COMPANY, INC.
Conflict Minerals Report
For the period from January 1, 2014 to December 31, 2014
This is the Conflict Minerals Report (Report) of Bemis Company, Inc. (referred to herein as Bemis, we and our) for the 2014 calendar year, pursuant to Rule 13p-1 of the Securities Exchange Act of 1934 (the Rule). Certain capitalized terms used but not defined herein have the meanings assigned to them in the Rule.
I. Overview
Bemis is primarily a manufacturer of flexible packaging. However, we may be deemed by the Rule to manufacture or contract to manufacture certain filling machines for packaged food products that were sold in South America that contain Conflict Minerals (the Covered Products). As described in our Form SD for the period from January 1, 2014 to December 31, 2014 (the 2014 Form SD), we conducted a good faith reasonable country of origin inquiry regarding the Covered Products. This good faith reasonable country of origin inquiry was reasonably designed to determine whether any of the Conflict Minerals contained in the Covered Products originated in the Covered Countries and whether any of the Conflict Minerals contained in the Covered Products were from recycled or scrap sources. After our reasonable country of origin inquiry, which is described in more detail in our 2014 Form SD, approximately twenty of our thirty-one suppliers of Conflict Minerals were unable to provide us with a reasonable assurance that the Conflict Minerals in our Covered Products did not originate from the Covered Countries (the Unknown Source Conflict Minerals).
II. Due Diligence Process
Due Diligence Framework
Our due diligence measures have been designed to be in conformity, in all material respects, with the internationally recognized framework in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition.
Due Diligence Measures Performed
We have established management systems to support the execution of our Conflict Minerals program and to ensure it operates efficiently and is sustainable into the future. These systems include processes to identify Conflict Minerals in any products we may be deemed to manufacture or have contracted to be manufactured and to engage relevant first-tier suppliers and request information from them regarding Conflict Minerals, and to collect, analyze and retain any such information received from them.
We conducted due diligence by inquiring about the source and chain of custody of the Conflict Minerals used in our Covered Products and reviewing additional information, if any, provided by the supplier.
Due Diligence Results
As described above, we requested information from the direct suppliers of the Unknown Source Conflict Minerals in an effort to identify the facilities used to process the Conflict Minerals contained in our Covered Products. However, we did not receive responses from the direct suppliers of the Unknown Source Conflict Minerals.
Based on the results of our due diligence process, we have determined that our Covered Products manufactured during calendar year 2014 are DRC conflict undeterminable. Our 2014 Form SD and this Report are available on our website, along with our other SEC filings, at www.bemis.com, by clicking on Investors and then selecting SEC Filings.
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III. Steps to be Taken to Mitigate Risk
We intend to continue to engage with any direct suppliers of Conflict Minerals to increase the content and quality of their responses to enable us to identify the sourcing of the Conflict Minerals and determine whether they originate from refiners determined to be conflict-free through the Conflict-Free Smelter Program.
Separately, we have entered into an agreement to sell the portion of our business that manufactures the Covered Products.
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