Bemis : Form Description Report of unscheduled material events or corporate changes.

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 - June 5, 2019

(Date of earliest event reported)

BEMIS COMPANY, INC.

(Exact name of Registrant as specified in its charter)

Commission File Number 1-5277

2301 Industrial Drive, Neenah, Wisconsin 54956

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (920) 527-5000

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 (see General Instruction A.2. below):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On August 6, 2018, Bemis Company, Inc. (the 'Company' or 'Bemis') announced that its Board of Directors, along with the Board of Directors of Amcor Limited ('Amcor'), unanimously approved a definitive agreement (the 'Agreement') under which Bemis will combine with Amcor in an all-stock combination (the 'Transaction'). The Transaction will be effected at a fixed exchange ratio of 5.1 Amcor plc ordinary shares for each share of the Company. The Transaction is expected to close on June 11, 2019.

As previously disclosed, on April 19, 2019, the plan administrator for the Bemis Investment Incentive Plan (the 'BIIP') provided the notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period under the BIIP to the Company. The blackout period for the BIIP will be implemented in connection with the anticipated closing of the Transaction. The blackout period is necessary to ensure that all transactions in Bemis common stock in the Bemis Stock Fund under the BIIP are fully completed before the completion of the Transaction and so that, after the completion of the Transaction, the administrator of the BIIP can process the exchange of Bemis common stock for shares of Amcor plc common stock.

BIIP participants have been notified that if the Transaction is completed as expected, there will be a blackout period under the BIIP that may extend for more than three consecutive business days. As the blackout period dates were not known at the time of the original notice, a supplemental notice is being provided to Plan participants advising them that the blackout period will begin at 1:00 pm Central Time on June 5, 2019 and end the week of June 24, 2019 or such other date as needed in order to complete the exchange of Bemis shares for Amcor plc shares.

In connection with the foregoing, the Company sent a separate supplemental notice, referred to as the Insider Notice, to its directors and executive officers on June 5, 2019 reminding them of the trading restrictions applicable to them during the blackout period in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Regulation BTR as promulgated by the Securities' and Exchange Commission. A copy of the Insider Notice sent to the Company's directors and executive officers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

During the blackout period and for a period of two years after the date thereof, a security holder or other interested person may obtain, without charge, information as to whether the blackout period has begun or ended and the actual beginning and end dates of the blackout period. This information is available by contacting Sheri Edison, the Senior Vice President, Chief Legal Officer and Secretary of Bemis Company, Inc. at 2301 Industrial Drive, Neenah, WI 54956 or via telephone at (920) 527-5000.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain statements that are 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended (the 'Securities Act'), and Section 21E of the Securities Exchange Act of 1934, as amended. Amcor Limited ('Amcor'), its subsidiary Amcor plc (f/k/a Arctic Jersey Limited) ('New Amcor') and Bemis Company, Inc. ('Bemis') have identified some of these forward-looking statements with words like 'believe,' 'may,' 'could,' 'would,' 'might,' 'possible,' 'will,' 'should,' 'expect,' 'intend,' 'plan,' 'anticipate,' 'estimate,' 'potential,' 'outlook' or 'continue,' the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this communication include, without limitation, statements about the anticipated benefits of the contemplated transactions, including future financial and operating results and expected synergies and cost savings related to the contemplated transactions, the plans, objectives, expectations and intentions of Amcor, New Amcor or Bemis and the expected timing of the completion of the contemplated transactions. Such statements are based on the current expectations of the management of Amcor or Bemis, as applicable, are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. None of Amcor, New Amcor or Bemis, or any of their respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause results to differ from expectations include, but are not limited to: uncertainties as to the timing of the contemplated transactions; the possibility that the closing conditions to the contemplated transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary approval; the effects of disruption caused by the announcement of the contemplated transactions or the performance of the parties' obligations under the transaction agreement making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in connection with the contemplated transactions may affect the timing or occurrence of the contemplated transactions or result in significant costs of defense, indemnification and liability; uncertainties as to the availability and terms of refinancing for the existing indebtedness of Amcor or Bemis in connection with the contemplated transactions; uncertainties as to whether and when New Amcor may be listed in the US S&P 500 index and the S&P / ASX 200 index; uncertainties as to whether, when and in what amounts future dividend payments may be made by Amcor, Bemis or New Amcor; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transactions; transaction costs; actual or contingent liabilities; disruptions to the financial or capital markets; other risks and uncertainties discussed in Amcor's disclosures to the Australian Securities Exchange ('ASX'), including the '2018 Principal Risks' section of Amcor's Annual Report 2018; and other risks and uncertainties discussed in Bemis' filings with the U.S. Securities and Exchange Commission (the 'SEC'), including the 'Risk Factors' section of Bemis' annual

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report on Form 10-K for the fiscal year ended December 31, 2018. You can obtain copies of Amcor's disclosures to the ASX for free at ASX's website (www.asx.com.au). You can obtain copies of Bemis' filings with the SEC for free at the SEC's website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and none of Amcor, New Amcor or Bemis undertakes any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

Item 9.01 Financial Statements and Exhibits.

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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, hereunto duly authorized.

Date: June 5, 2019

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EXHIBIT 99.1

DATE: June 5, 2019

TO: Directors and Executive Officers of Bemis Company, Inc.

RE: Updated Notice of Special Blackout Period and Regulation BTR Trading Restrictions

This notice updates the notice sent on April 23, 2019 regarding a blackout period under the Bemis Investment Incentive Plan (the 'BIIP') and associated Regulation BTR trading restrictions. The purpose of this notice is to inform you of the expected blackout period dates.

You are aware of the proposed combination of Bemis Company, Inc. ('Bemis') and Amcor Limited ('Amcor'), in which each share of Bemis common stock will be exchanged for 5.1 ordinary shares of Amcor plc (the 'Transaction'). Subject to the satisfaction of the conditions to closing, the closing of the Transaction is expected to occur on June 11, 2019.

In connection with the Transaction, there will be a blackout period under the Bemis Investment Incentive Plan (the 'BIIP') to allow shares of Bemis common stock held in the Bemis Stock Fund under the BIIP to be converted into shares of Amcor plc common stock. During this blackout period, BIIP participants will be unable to engage in transactions that relate to the Bemis Stock Fund.

During this blackout period under the BIIP, you will also be subject to a blackout period during which you will be prohibited from purchasing, selling, or otherwise acquiring or transferring shares of Bemis common stock (and, after the Transaction, Amcor plc ordinary shares) or related derivative securities that you acquire or previously acquired in connection with your service or employment as a director or executive officer of Bemis. This prohibition applies whether or not you participate in the BIIP. This prohibition applies to transactions involving your direct ownership, as well as any transaction in which you may have a pecuniary interest (e.g., transactions by members of your immediate family who share your household, as well as by certain entities in which you have an interest). This restriction will not impact your ability to receive shares of Amcor plc stock in exchange for your Bemis stock in connection with the closing of the Transaction.

There are limited exceptions to the trading restrictions of Section 306(a) and Regulation BTR for certain transactions in Bemis securities. Notable exemptions include: bona fide gifts and transactions involving Bemis securities that were not acquired in connection with your service or employment as a director or executive officer (which you must be able to prove).

The blackout period will begin at 1:00 pm Central Time on June 5, 2019 and end the week of June 24, 2019 or such other date as needed in order to complete the exchange of Bemis shares for Amcor plc shares.

We are required to provide you with this notice in order to comply with federal securities laws. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.

The special blackout period applies in addition to the trading restrictions under the Bemis insider trading policy and any trading restrictions that may apply under the Amcor plc insider trading policy.

Questions regarding this notice or the blackout period, including questions regarding whether the blackout period has begun or ended, may be directed to:

Sheri Edison

Senior Vice President, Chief Legal Officer and Secretary

Bemis Company, Inc.

2301 Industrial Drive, Neenah, WI 54956

(920) 527-5000