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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/x/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended September 30,
1996.
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from
to .
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COMMISSION FILE NUMBER: 333-08421
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Note: The registrant's Registration Statement on Form S-1 (Registration
Statement No. 333-08421) became effective on October 15, 1996 and did not
contain certified financial statements for the fiscal year of the registrant
ended September 30, 1996, the registrant's last full fiscal year. This report
is filed pursuant to Rule 15d-2 and contains only financial statements for the
fiscal year ended September 30, 1996.
GOSS GRAPHIC SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3888069
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
700 OAKMONT LANE, WESTMONT, ILLINOIS 60559 TELEPHONE: (630) 850-5600
(Address and telephone number of the of the registrant's
principal executive office)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 850-5600
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
As of December 31, 1996, the aggregate market value of the
registrant's Common Stock, par value $.01 per share, held by non-affiliates of
the registrant was $0.
As of December 31, 1996, the number of shares outstanding of the
registrant's Common Stock was 1,145,550 shares.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Goss Graphic Systems, Inc.:
We have audited the accompanying balance sheet of GOSS GRAPHIC SYSTEMS,
INC. as of September 30, 1996. This financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on
this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the balance sheet referred to above presents fairly, in
all material respects, the financial position of the Company as of September
30, 1996, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 6, 1997
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GOSS GRAPHIC SYSTEMS, INC.
BALANCE SHEET
AS OF SEPTEMBER 30, 1996
ASSETS
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000
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Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000
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LIABILITIES & STOCKHOLDER'S EQUITY
Stockholder's equity:
Common Stock ($.01 par value per share, 100 shares
authorized, issued and outstanding) . . . . . . . . . . . . . . $ 1
Additional paid-in capital . . . . . . . . . . . . . . . . . . . 999
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Total Stockholder's equity . . . . . . . . . . . . . . . . . . . . . . . $1,000
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The accompanying notes are an integral part of this balance sheet
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GOSS GRAPHIC SYSTEMS, INC.
Notes to Balance Sheet
September 30, 1996
1. ORGANIZATION
Goss Graphic Systems, Inc. (the "Company") and GGS Holdings, Inc.
("Holdings"), both formed in 1996, are Delaware Corporations organized by
Stonington Partners, Inc. ("Stonington") on behalf of Stonington Capital
Appreciation 1994 Fund, L.P. (the "Fund") to acquire (the "Acquisition") the
operations of the Graphic Systems business unit ("Goss") of Rockwell
International Corporation ("Rockwell"). Holdings directly owns all of the
capital stock and assets of the Company. The original $1,000 investment in
exchange for common stock and additional paid in capital is the Company's only
transaction for the year ended September 30, 1996, and as such, no income or
cash flow statements are presented for the period.
Goss is a manufacturer of web offset newspaper and commercial printing press
systems and provides aftermarket parts and service to its customers. Goss has
manufacturing and sales operations in North America, Europe and Asia.
2. SUBSEQUENT EVENTS
On October 14, 1996, the Company acquired Goss from Rockwell. The Acquisition
was effected through the purchase by the Company of all the outstanding stock
of Rockwell Graphic Systems, Inc., a Delaware corporation ("Goss Delaware") and
Rockwell Systemes Graphiques Nantes, a societe anonyme organized under the laws
of the Republic of France ("Goss France"), and through the purchase by the
Company and certain wholly owned foreign subsidiaries of the assets and the
assumption of liabilities which constitute the remainder of Goss. Immediately
after the Acquisition, the Company merged with and into Goss Delaware. The
purchase price for the Acquisition consisted of $525.9 million in cash, subject
to certain adjustments, and 47,500 shares of preferred stock, $1,000
liquidation preference per share, issued by Holdings to Rockwell. The
Acquisition has been accounted for under the purchase method of accounting.
Simultaneous with the closing of the Acquisition, Holdings raised $116.5
million of equity financing, comprised of $111.5 million in cash from the sale
of common stock of Holdings to the Fund, $1.0 million in cash from the sale of
common stock to an affiliate of a limited partner of the Fund, and $4.0 million
in cash from the sale (the "Management Placement") of common stock to certain
members of the Company's management. Holdings financed $2.0 million of the
Management Placement. The balance of the funds needed to consummate the
Acquisition and to pay related fees and expenses came from: $225 million in
proceeds from the Company's issuance of 12% Senior Subordinated Notes due 2006;
$137.1 million in proceeds from the sale of a portfolio of notes receivable
issued in connection with customer financing provided by Goss to purchasers of
Goss products; and $75.3 million in borrowings under a new credit agreement
between Goss Delaware, Bankers Trust Company and certain other lenders.
The Company's first periodic public reporting of its financial statements which
include the results of the Acquisition will be the Form 10-Q for the quarter
ended December 31, 1996 (the "First Quarter Form 10-Q"). The First Quarter
Form 10-Q is required to be filed with the Securities and Exchange Commission
no later than February 14, 1997. The First Quarter Form 10-Q will include,
among other items, the results of operations and cash flow of Goss for October
1, 1996 through the October 14, 1996 acquisition date and the quarter ended
December 31, 1995, and for the Company for the period of October 15, 1996 to
December 31, 1996. Additionally, the First Quarter Form 10-Q will include the
Company's December 31, 1996 and the Goss September 30, 1996 balance sheets.
The Company also intends to include predecessor income information for the
quarter ended December 31, 1995 and the year ended September 30, 1996 in its
First Quarter Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereto duly authorized on January 13, 1997.
GOSS GRAPHIC SYSTEMS, INC.
By: /s/ William G. Ferko
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William G. Ferko
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1934, this
Report has been signed on January 13, 1997, by the following persons on behalf
of the Registrant and in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Robert M. Kuhn
- ----------------------------------------- Chairman and Chief Executive Officer
Robert M. Kuhn (Principal Executive Officer)
/s/ William G. Ferko
- ----------------------------------------- Vice President and Chief Financial Officer
William G. Ferko (Principal Financial Officer and Principal
Accounting Officer)
Director
- -----------------------------------------
J. Joe Adorjan
/s/ Gerald S. Armstrong Director
- -----------------------------------------
Gerald S. Armstrong
Director
- -----------------------------------------
Alfred C. Daugherty
/s/ Robert F. End Director
- -----------------------------------------
Robert F. End
Director
- -----------------------------------------
James J. Kerley
/s/ Alexis P. Michas Director
- -----------------------------------------
Alexis P. Michas
/s/ Robert J. Mylod, Jr. Director
- -----------------------------------------
Robert J. Mylod, Jr.
Director
- -----------------------------------------
James P. Sheehan
</TABLE>
