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<P align=center>UNITED STATES <BR>SECURITIES AND EXCHANGE
COMMISSION<BR>Washington, D.C. 20549</P>
<P align=center>FORM 8-K</P>
<P align=center>CURRENT REPORT</B><FONT size=2><br>
<b>Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934</b></FONT></P>
<P align=center>Report as of October 18, 2004<br>
<FONT size=2>(Events as of October 14, 2004)</FONT></P><B>
<P align=center>GENERAL BINDING CORPORATION</B><FONT size=2><BR>(Exact name of
registrant as specified in its charter)</FONT></P><B>
<P align=center>Delaware</B><FONT size=2><BR>(State or other jurisdiction of
incorporation or organization)<B><BR></B></FONT><B><FONT size=3><br>
0-2604</FONT></B><FONT size=2><BR></FONT>(<FONT
size=2>Commission File Number)&nbsp;<BR></P>
</FONT><B>
<P align=center>36-0887470</B><FONT size=2><BR>(I.R.S. employer identification
No.)</P></FONT><B>
<P align=center>One GBC Plaza,<BR>Northbrook, Illinois 60062</B><FONT
size=2><BR>(Address of principal executive offices, including zip
code)</P></FONT><B>
<P align=center>(847) 272-3700</B><FONT size=2><BR>(Registrant's telephone
number, including area code)</FONT></P>
<P align=center><b>Not Applicable<br>
</b><font size="2">(Former name or former address, if changed since last report)</font></P>
<P align=left><font size="2">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:</font></P>
<P align=left><font size="2">[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)</font></P>
<P align=left><font size="2">[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)</font></P>
<P align=left><font size="2">[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.140d-2(b))</font></P>
<P align=left><font size="2">[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</font></P>
<hr>
<p><b><font size="2">Item 5.02. (b) - Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers </font></b></p>
<p><u><b><font size="2">Appointment of Principal Officer </font></b></u></p>
<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On October 14, 2004
Thomas Stenebring, President of the Corporation's Europe Group, was promoted and
appointed to the newly created position of Senior Vice-President, Worldwide
Office Products Marketing, Product Development and Sourcing. Mr. Stenebring will
continue to serve as President of the Corporation's Europe Group. </font></p>
<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Mr. Stenebring's
base salary will be $350,000 per calendar year, which base salary will be
periodically reviewed by the Corporation's Board of Directors, most likely on an
annual basis. Mr. Stenebring will also be eligible to receive performance-based
annual cash incentive compensation (not greater than 100% of his base salary)
and/or stock based compensation awards as determined by the Board. He will also
participate in any medical and dental benefit programs that are generally made
available to employees and executive employees of the Corporation as a whole.
</font></p>
<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Mr. Stenebring
commenced his employment with the Corporation on March 1, 2000. On August 26,
2000 he entered into an Executive Severance / Change-in-Control Agreement (the
&quot;Agreement&quot;) with the Corporation which provides that Mr. Stenebring would be
entitled to receive severance pay on a salary continuation basis of up to 200%
of his then base salary based upon a severance vesting schedule set forth in the
Agreement, in the event his employment was terminated by the Corporation without
cause. In such an event, he would also (i) be entitled to receive a prorated
annual bonus for the year in which such a termination occurs based on the degree
of achievement of goals for that year as determined by the Board; (ii) be able
to continue to participate in Corporation sponsored medical and dental benefit
plans or programs on a cost-sharing basis during his salary continuation period;
and (iii) be able to exercise any outstanding and fully vested stock option or
other form of equity-based award until the earlier to occur of (a) the
expiration of the salary continuation period and (b) the expiration date of any
such stock option or other equity-based award. </font></p>
<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Agreement
further provides that, in the event of a change-in-control termination of
employment, Mr. Stenebring would receive severance pay equal to 2.0 times (2.25
times should his length of service be more than ten years) the sum of his annual
base salary plus the greater of either his target bonus for the year in which
the change-in-control takes place or the bonus based on actual performance for
that year. In addition, he would be entitled to receive the following benefits:
continued participation in the Company's medical and dental plans on a
cost-sharing basis for two years following termination; the ability to exercise
any or all stock options that were outstanding immediately prior to the
change-in-control for the earlier of one year following termination or the
expiration date of the stock option; immediate vesting of restricted stock
unit awards; a lump sum payment equal to the amount of retirement plan payments made
by the Company for Mr. Stenebring in the two calendar years prior to
termination; and outplacement services in an amount not to exceed ten percent of
his base salary in effect at the time of termination. </font></p>
<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Mr. Stenebring's
right to the severance and other benefits described above terminate upon his
death, voluntary resignation without good reason (as defined in the Agreement),
retirement or termination for Cause (as defined in the Agreement). </font></p>
<p><u><b><font size="2">Departure of Principal Officer </font></b></u></p>
<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On October 14,
2004, the employment of Mr. David H. Hewitt by the Corporation ceased. Mr.
Hewitt had been the President of the Corporation's Commercial and Consumer
Group. </font></p>
<p></p>
<p></p>
<p><b><font size="2">Item 8.01 Other Events </font></b></p>
<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In connection with

severance to be paid to Mr. Hewitt as a result of his leaving the employ of the
Corporation as described in Item 5.02 above and in
connection with additional employee terminations and business unit
reorganization, the Corporation will take charges for the third quarter of 2004
in an amount of approximately $840,000. These charges primarily relate to
severance pay.</font></p>
<p><font size="2"><b>Item 9.01 (c) - Exhibits</b></font></p>
<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following is
furnished as an exhibit to this report.</font></p>
<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 99. Press release
dated October 14, 2004.</font></p>
<FONT size=2>
<hr>
<P align=center><B>SIGNATURES</P></B>
<P>Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
GENERAL BINDING CORPORATION</B></P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</B>By: <U>/s/ Steven
Rubin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR></U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Steven
Rubin<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp; Vice President, Secretary
&amp;<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
General
Counsel<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp; October 18, 2004</P>
<p>&nbsp;</p>
</FONT>

<hr>
<p align="center">Exhibit 99</p>
<p align="center"><b>GBC ANNOUNCES ORGANIZATIONAL ALIGNMENT WITHIN <br>
COMMERCIAL AND CONSUMER GROUP </b></p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Northbrook, IL, October 14, 2004
-- General Binding Corporation (Nasdaq: GBND) announced today that it has
combined the marketing, product development and sourcing functions supporting
its global office products businesses. Under the new structure, Dennis Martin,
GBC's Chairman, President and Chief Executive Officer, will lead the Company's
Commercial and Consumer Group ("CCG"). Dave Hewitt, former CCG President, has
resigned to pursue other business opportunities. </p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Thomas Stenebring, in addition to
his role as President of GBC's Europe Group, will also serve as a Senior Vice
President, Worldwide Office-Products Marketing, Product Development and Sourcing
reporting to Mr. Martin. </p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; "To position GBC for profitable
growth in the increasingly global office products industry, we must continue to
provide excellent value for our customers by offering innovative, quality
products and value-added services at competitive prices," said Mr. Martin. "By
aligning the product development, sourcing and marketing functions under Thomas,
we will accelerate the process of getting new products to our target markets
through our sales organizations, and do so as cost-effectively as possible." </p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; "With his broad skill set and
proven record of successes in the office products industry before and during his
tenure at GBC, Thomas is the ideal person to carry out this mission," continued
Mr. Martin. Under Mr. Stenebring's leadership, the Europe Group's profitability
improved from a $3.8 million loss in 2000 to operating income of $6.1 million in
2003. </p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; "We remain committed to our
strategy of Operational Excellence as a means to achieving sustained profitable
growth at GBC," added Mr. Martin. "This realignment is the next logical step in
our drive to simplify our business and center our operations on the needs of our
customers and consumers." </p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; GBC is a world leader in products
that bind, laminate, and display information enabling people to accomplish more
at work, school and home. GBC's products are marketed in over 100 countries
under the GBC, Quartet, and Ibico brands. These products are designed to help
people enhance printed materials and organize and communicate ideas. </p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <font size="2">This press release
includes forward-looking statements involving uncertainties and risks, and there
can be no assurance that actual results will not differ from the Company's
expectations. The words "should," "believes," "anticipates," "plans," "may,"
"expects" and other expressions that indicate future events and trends identify
forward-looking statements. Factors that could cause materially-different
results include, among other things, competition within the office products and
lamination film products markets, effects of general economic conditions, the
restructuring activities associated with the integration and go-to-market
strategies of the Company's business units, the ability of the Company's
distributors to successfully market the Company's products and other risks
described in the Company's filings with the S.E.C. The Company assumes no
obligation to update its forward-looking statements. </font></p>
<p><font size="2">Contact: Tony Giuliano, Treasurer and Director, Investor
Relations <br>
(847) 291-5451 <br>
inv-rel@gbc.com (E-mail) <br>
www.gbc.com (GBC's website) </font></p>

</BODY></HTML>
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GBC ANNOUNCES ORGANIZATION 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
Report as of October 18, 2004
(Events as of October 14, 2004)
GENERAL BINDING CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
0-2604
(
Commission File Number)
36-0887470
(I.R.S. employer identification
No.)
One GBC Plaza,
Northbrook, Illinois 60062
(Address of principal executive offices, including zip
code)
(847) 272-3700
(Registrant's telephone
number, including area code)
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 240.140d-2(b))
[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. (b) - Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
Appointment of Principal Officer
On October 14, 2004
Thomas Stenebring, President of the Corporation's Europe Group, was promoted and
appointed to the newly created position of Senior Vice-President, Worldwide
Office Products Marketing, Product Development and Sourcing. Mr. Stenebring will
continue to serve as President of the Corporation's Europe Group.
Mr. Stenebring's
base salary will be $350,000 per calendar year, which base salary will be
periodically reviewed by the Corporation's Board of Directors, most likely on an
annual basis. Mr. Stenebring will also be eligible to receive performance-based
annual cash incentive compensation (not greater than 100% of his base salary)
and/or stock based compensation awards as determined by the Board. He will also
participate in any medical and dental benefit programs that are generally made
available to employees and executive employees of the Corporation as a whole.
Mr. Stenebring
commenced his employment with the Corporation on March 1, 2000. On August 26,
2000 he entered into an Executive Severance / Change-in-Control Agreement (the
"Agreement") with the Corporation which provides that Mr. Stenebring would be
entitled to receive severance pay on a salary continuation basis of up to 200%
of his then base salary based upon a severance vesting schedule set forth in the
Agreement, in the event his employment was terminated by the Corporation without
cause. In such an event, he would also (i) be entitled to receive a prorated
annual bonus for the year in which such a termination occurs based on the degree
of achievement of goals for that year as determined by the Board; (ii) be able
to continue to participate in Corporation sponsored medical and dental benefit
plans or programs on a cost-sharing basis during his salary continuation period;
and (iii) be able to exercise any outstanding and fully vested stock option or
other form of equity-based award until the earlier to occur of (a) the
expiration of the salary continuation period and (b) the expiration date of any
such stock option or other equity-based award.
The Agreement
further provides that, in the event of a change-in-control termination of
employment, Mr. Stenebring would receive severance pay equal to 2.0 times (2.25
times should his length of service be more than ten years) the sum of his annual
base salary plus the greater of either his target bonus for the year in which
the change-in-control takes place or the bonus based on actual performance for
that year. In addition, he would be entitled to receive the following benefits:
continued participation in the Company's medical and dental plans on a
cost-sharing basis for two years following termination; the ability to exercise
any or all stock options that were outstanding immediately prior to the
change-in-control for the earlier of one year following termination or the
expiration date of the stock option; immediate vesting of restricted stock
unit awards; a lump sum payment equal to the amount of retirement plan payments made
by the Company for Mr. Stenebring in the two calendar years prior to
termination; and outplacement services in an amount not to exceed ten percent of
his base salary in effect at the time of termination.
Mr. Stenebring's
right to the severance and other benefits described above terminate upon his
death, voluntary resignation without good reason (as defined in the Agreement),
retirement or termination for Cause (as defined in the Agreement).
Departure of Principal Officer
On October 14,
2004, the employment of Mr. David H. Hewitt by the Corporation ceased. Mr.
Hewitt had been the President of the Corporation's Commercial and Consumer
Group.
Item 8.01 Other Events
In connection with

severance to be paid to Mr. Hewitt as a result of his leaving the employ of the
Corporation as described in Item 5.02 above and in
connection with additional employee terminations and business unit
reorganization, the Corporation will take charges for the third quarter of 2004
in an amount of approximately $840,000. These charges primarily relate to
severance pay.
Item 9.01 (c) - Exhibits
The following is
furnished as an exhibit to this report.
99. Press release
dated October 14, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
GENERAL BINDING CORPORATION
By:
/s/ Steven
Rubin
Steven
Rubin
Vice President, Secretary
&
General
Counsel
October 18, 2004
Exhibit 99
GBC ANNOUNCES ORGANIZATIONAL ALIGNMENT WITHIN
COMMERCIAL AND CONSUMER GROUP
Northbrook, IL, October 14, 2004
-- General Binding Corporation (Nasdaq: GBND) announced today that it has
combined the marketing, product development and sourcing functions supporting
its global office products businesses. Under the new structure, Dennis Martin,
GBC's Chairman, President and Chief Executive Officer, will lead the Company's
Commercial and Consumer Group ("CCG"). Dave Hewitt, former CCG President, has
resigned to pursue other business opportunities.
Thomas Stenebring, in addition to
his role as President of GBC's Europe Group, will also serve as a Senior Vice
President, Worldwide Office-Products Marketing, Product Development and Sourcing
reporting to Mr. Martin.
"To position GBC for profitable
growth in the increasingly global office products industry, we must continue to
provide excellent value for our customers by offering innovative, quality
products and value-added services at competitive prices," said Mr. Martin. "By
aligning the product development, sourcing and marketing functions under Thomas,
we will accelerate the process of getting new products to our target markets
through our sales organizations, and do so as cost-effectively as possible."
"With his broad skill set and
proven record of successes in the office products industry before and during his
tenure at GBC, Thomas is the ideal person to carry out this mission," continued
Mr. Martin. Under Mr. Stenebring's leadership, the Europe Group's profitability
improved from a $3.8 million loss in 2000 to operating income of $6.1 million in
2003.
"We remain committed to our
strategy of Operational Excellence as a means to achieving sustained profitable
growth at GBC," added Mr. Martin. "This realignment is the next logical step in
our drive to simplify our business and center our operations on the needs of our
customers and consumers."
GBC is a world leader in products
that bind, laminate, and display information enabling people to accomplish more
at work, school and home. GBC's products are marketed in over 100 countries
under the GBC, Quartet, and Ibico brands. These products are designed to help
people enhance printed materials and organize and communicate ideas.
This press release
includes forward-looking statements involving uncertainties and risks, and there
can be no assurance that actual results will not differ from the Company's
expectations. The words "should," "believes," "anticipates," "plans," "may,"
"expects" and other expressions that indicate future events and trends identify
forward-looking statements. Factors that could cause materially-different
results include, among other things, competition within the office products and
lamination film products markets, effects of general economic conditions, the
restructuring activities associated with the integration and go-to-market
strategies of the Company's business units, the ability of the Company's
distributors to successfully market the Company's products and other risks
described in the Company's filings with the S.E.C. The Company assumes no
obligation to update its forward-looking statements.
Contact: Tony Giuliano, Treasurer and Director, Investor
Relations
(847) 291-5451
inv-rel@gbc.com (E-mail)
www.gbc.com (GBC's website)