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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 (Date of earliest event reported): November 3, 1997
WALLACE COMPUTER SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6528 36-2515832
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2275 Cabot Drive 60532
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Lisle, Illinois (Zip Code)
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(Address of principal executive offices)
(630) 588-5000
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On November 3, 1997, Greenwich Acquisition Corp. ("GAC"), a Georgia
corporation and a wholly owned subsidiary of Wallace Computer Services, Inc., a
Delaware corporation (the "Company"), accepted for payment an aggregate of
8,447,988 shares of Common Stock, $.10 par value per share (the "Shares"), of
Graphic Industries, Inc., a Georgia corporation ("Graphic"), tendered pursuant
to GAC's tender offer to purchase all outstanding Shares at a purchase price of
$21.75 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated as of
October 3, 1997, as amended and supplemented by the Supplement to Offer to
Purchase, dated as of October 17, 1997, and the related Letter of Transmittal
(collectively, the "Offer"). The Offer was made pursuant to the Amended and
Restated Agreement and Plan of Merger, dated as of October 12, 1997, among the
Company, GAC and Graphic.
Upon the acceptance for payment of Shares pursuant to the Offer, GAC
became obligated to purchase 4,303,092 shares of Class B Common Stock, $.10 par
value per share ("Class B Shares"), of Graphic from Mark C. Pope III (the
"Selling Stockholder") pursuant to the Amended and Restated Stockholder
Agreement, dated as of October 12, 1997 (the "Stockholder Agreement"), among
the Company, GAC and the Selling Stockholder, which Class B Shares were
purchased by GAC on November 5, 1997. Upon the purchase of Class B Shares by
GAC pursuant to the Stockholder Agreement, all outstanding Class B Shares were
automatically converted to Shares on a one-for-one basis. The Company's press
release dated November 3, 1997 relating to acceptance for payment of Shares
pursuant to the Offer and the purchase of Class B Shares pursuant to the
Stockholder Agreement is filed as Exhibit 99(a) and is incorporated herein by
reference.
As a result of the purchase of Shares pursuant to the Offer and the
purchase of Class B Shares pursuant to the Stockholder Agreement, GAC owns
approximately 98% of the outstanding Shares of Graphic.
The total consideration to be paid by the Company for the purchase of
Shares pursuant to the Offer and the purchase of Class B Shares pursuant to the
Stockholder Agreement will be approximately $276,744,000. The source of such
funds is a Credit Agreement, dated as of October 31, 1997 (the "Credit
Facility"), among the Company, certain lenders and Bank of America NT & SA, as
agent for such lenders. The maximum aggregate principal amount available to be
borrowed under the Credit Facility is $500,000,000.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Financial statements required to be filed with respect to the Company's
acquisition of Graphic will be filed by amendment of this report on or before
January 20,
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1997.
(b) Pro Forma Financial Statements.
Pro forma financial statements required to be filed with respect to the
Company's acquisition of Graphic will be filed by amendment of this report on
or before January 20, 1997.
(c) Exhibits.
The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
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SIGNATURE
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.
WALLACE COMPUTER SERVICES, INC.
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(Registrant)
By: /s/ Michael J. Halloran
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Michael J. Halloran
Vice President and
Chief Financial Officer
Dated: November 18, 1997
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EXHIBIT INDEX
Exhibit No. Document
99(a) Press Release of Wallace Computer Services, Inc. dated November
3, 1997 (incorporated by reference to Exhibit (a)(20) to
Amendment No. 2 to the 14D-1 filed by Greenwich Acquisition
Corp. and the Company on November 3, 1997).
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