<PAGE>
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.
October 1, 1997
---------------------------------------------------------------
Date of Report (Date of earliest event reported)
WALLACE COMPUTER SERVICES, INC.
--------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-6528 36-2515832
- ---------------------------- ------------------ ----------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2275 Cabot Drive, Lisle, Illinois 60532-3630
-------------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 588-5000
--------------------
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5 - Other Events
Attached as Exhibit 1 is a press release of the Registrant dated September 28,
1997, anouncing a tender offer for all of the stock of Graphic Industries, Inc.,
a Georgia corporation, by a wholly-owned subsidiary of the Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: October 1, 1997 Wallace Computer Services, Inc.
(Registrant)
/s/ Michael T. Laudizio
-----------------------
Michael T. Laudizio
Secretary
<PAGE>
EXHIBIT 1
2275 CABOT DRIVE Contacts: Brad Samson
LISLE, IL 60532-3630 Wallace 630/588-5395
T 630.588.5000 F 630.588.5115
Roy Wiley
Hill & Knowlton 312/255-3035
WALLACE NEWS RELEASE
FOR IMMEDIATE RELEASE
Wallace Announces Acquisition of Graphic Industries, Inc.,
Largest U.S. Sheet-Fed Commercial Printing Network
Lisle, Ill., Sunday, September 28, 1997 -- Wallace Computer Services, Inc.,
(NYSE:WCS) and Graphic Industries, Inc. (NYSE:GII) today announced that
they have entered into an agreement for the acquisition of Graphic
Industries by Wallace. In the transaction, Graphic Industries'
shareholders will receive $18.50 in cash per share of Graphic Industries
common stock. The total consideration to Graphic Industries holders will
be approximately $260 million. The agreement was approved unanimously by
both boards. Wallace anticipates that even before synergies are achieved,
it will be accretive in the current fiscal year.
Graphic Industries is a national network of 20 companies providing
full service printing and graphic communications services. Located in 17
key markets across the U.S., these operations comprise the nation's largest
network of short-to-medium run, high-quality, full-color commercial
printing companies. Graphic Industries' operations offer advanced graphic
supply-chain solutions to its clients including multimedia, internet
design, fulfillment, on-demand printing and creative design services.
Graphic Industries ranked in the top 10 among commercial printing companies
in the U.S. in 1996. The company reported fiscal 1997 sales of $437.1
million.
- more -
<PAGE>
Wallace Acquires Graphic Industries -- page 2
"High-color commercial printing is an important component of Wallace's
strategy to become a fully integrated supply manager by furnishing and
managing all the supplies used in large organizations' offices," said Bob
Cronin, Wallace's president and CEO. "Graphic Industries will be a
valuable partner in implementing this strategy and expanding our customer
offering. They provide critical mass and wide geographic coverage, as well
as a like focus on quality and customer service. We plan to continue
supporting the network's established customer base, as well as to offer
these companies' capabilities to Wallace's large, national customers."
"During the past 27 years, Graphic Industries has successfully served
our customers in a changing environment," said Mark Pope III, chairman and
CEO of Graphic Industries. "Distribution, inventory management and
advanced print management services are becoming increasingly important to
Graphic Industries' national and regional customers, and Wallace is well
recognized for those strengths. I believe that joining with Wallace at
this time offers our shareholders a fair return and represents broader
opportunities for our customers and associates. Together, we can offer all
of our customers a wider range of products and enhanced service."
THE COMMERCIAL PRINT OPPORTUNITY
Over the last four years, Wallace has built a strong reputation by
helping many large organizations outsource the supply and management of all
their business forms. More recently, the company is successfully
leveraging that expertise to additional product categories such as office
supplies. Wallace has recognized that these same supply management
services can generate as much, and in some cases much more, cost savings
when applied to an organization's high-quality commercial printing
purchases such as marketing brochures and point-of-sale materials.
- more -
<PAGE>
Wallace Acquires Graphic Industries -- page 3
"Large companies face the same kinds of organizational challenges with
their marketing materials that they've had with their forms," said Doug
Fitzgerald, Wallace's vice president of marketing. "In most cases, the
purchasing and marketing managers have few tools that help them measure the
effectiveness of brochures and collateral materials. Using our W.I.N.-TM-
(the Wallace Information Network-TM-) system, Wallace will give those
marketing managers new tools to better forecast usage, track inventories,
evaluate the marketing mix and reduce costs, all without compromising any
of the creative or design work."
The company recently introduced a new version of W.I.N. (3.0) which
addresses the special needs of commercial printing products. With these
enhancements, W.I.N. is now the only tool companies need to manage all of
their custom and stock business supplies including business forms,
catalogs, directories, brochures, promotional point-of-sale materials,
kits, custom and stock office supplies, labels, envelopes, as well as other
special customer-defined items.
TERMS OF THE AGREEMENT
Under the agreement, a wholly-owned subsidiary of Wallace will promptly
commence a tender offer for all outstanding shares of Graphic Industries for
$18.50 per share in cash. Mark Pope III, the holder of 4,478,000 shares of
Class B Common Stock (representing approximately 99% of the outstanding
shares of Class B Common Stock) and 864,000 shares of Common Stock, has
separately granted to Wallace an option to purchase one-half of his shares of
Class B Common Stock and one-half of his shares of Common Stock, and has
agreed to vote such shares against any other transaction. The tender offer
will be conditioned upon, among other things, the tender of an amount of
shares that, together with the shares subject to such option, represents a
majority of all outstanding shares of Common Stock and Class B Common Stock
(on a fully diluted basis).
- more -
<PAGE>
Wallace Acquires Graphic Industries -- page 4
Following the completion of the tender offer, Wallace will purchase all
shares held by Mark Pope III that are not purchased pursuant to the tender
offer. Thereafter, Wallace's wholly-owned subsidiary will merge with Graphic
Industries, and any shares of Graphic Industries not previously purchased
will be converted in the merger into the right to receive $18.50 per share in
cash (or, in the case of dissenting shares, the amount determined pursuant to
the applicable appraisal process).
Wallace is recognized as the leader in forms and consumable supplies
management services, and is one of the nation's largest manufacturers and
distributors of information management products. The company is
headquartered in Lisle, Illinois, with 29 manufacturing and distribution
locations, and sales facilities throughout the United States.
This press release includes forward-looking statements covered by the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995. These statements involve uncertainties and risks and there can be no
assurance that actual results will not differ from the company's
expectations. Factors which could cause materially different results include,
among others, customer acceptance of new product categories and service
offerings, timing of the completion of acquisitions, the frequency and
magnitude of paper price changes, the pace of new customer sales ramp-ups,
changes in software and communications technologies, general economic and
business conditions, competitive actions, and other risks described in the
company's filings with the Securities and Exchange Commission.
#####
