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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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GRAPHIC INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
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GREENWICH ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WALLACE COMPUTER SERVICES, INC.
(BIDDERS)
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COMMON STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
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388678 10 4
(CUSIP Number of Class of Securities)
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MICHAEL J. HALLORAN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND ASSISTANT SECRETARY
WALLACE COMPUTER SERVICES, INC.
2275 CABOT DRIVE
LISLE, ILLINOIS 60532
(630) 588-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPIES TO
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STEVEN L. CARSON SIDLEY & AUSTIN
GENERAL COUNSEL ONE FIRST NATIONAL PLAZA
WALLACE COMPUTER SERVICES, INC. CHICAGO, ILLINOIS 60603
2275 CABOT DRIVE (312) 853-7000
LISLE, ILLINOIS 60532 ATTENTION: FREDERICK C. LOWINGER AND
(630) 588-5000 STEVEN SUTHERLAND
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* Constituting the final amendment to Schedule 14D-1
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CUSIP NO. 388678 10 4 14D-1 AND 13D PAGE 2 OF 6 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greenwich Acquisition Corp.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS (SEE INSTRUCTIONS)
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f). [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,723,857 Shares*
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
Approximately 98.0% of the Shares as of October 31, 1997*
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10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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* See Footnote on Page 3.
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CUSIP NO. 388678 10 4 14D-1 AND 13D PAGE 3 OF 6 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wallace Computer Services, Inc. (36-2515832)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [X]
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3. SEC USE ONLY
- ----------------------------------------------------------------------------
4. SOURCES OF FUNDS
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f). [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,723,857 Shares*
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
- ----------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
Approximately 98.0% of the Shares as of October 31, 1997*
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10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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* On November 3, 1997, the Offeror (as defined herein) accepted for payment
8,420,765 shares of Common Stock, $.10 par value per share, of the Company (as
defined herein)(the "Shares") pursuant to the Offer, including 841,510 Shares
tendered by Mark C. Pope III (the "Selling Stockholder") pursuant to the terms
of the Amended and Restated Stockholder Agreement, dated as of October 12,
1997 (the "Stockholder Agreement"), among the Offeror, Parent (as defined
herein) and the Selling Stockholder. Upon the acceptance for payment of Shares
pursuant to the Offer, the Offeror became obligated to purchase from the
Selling Stockholder 4,303,092 shares of Class B Common Stock, $.10 par value
per share, of the Company (the "Class B Shares") pursuant to the Stockholder
Agreement. The Class B Shares automatically convert to Shares on a one-for-one
basis following transfer of Class B Shares to the Offeror pursuant to the
Stockholder Agreement.
3
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Greenwich Acquisition Corp., a Georgia corporation (the "Offeror"), and
Wallace Computer Services, Inc., a Delaware corporation ("Parent"), hereby amend
and supplement their Tender Offer Statement on Schedule 14D-1 (the "Statement"),
originally filed on October 3, 1997, as amended by Amendment No. 1 thereto, with
respect to their offer to purchase all outstanding shares of Common Stock, par
value $.10 per share (the "Shares"), of Graphic Industries, Inc., a Georgia
corporation (the "Company"), as set forth in this Amendment No. 2. This
Amendment also constitutes an amendment to the Schedule 13D originally filed by
the Offeror and Parent with respect to the Shares on October 3, 1997, as amended
by Amendment No. 1 thereto. The cover page above and item numbers and responses
thereto below are in accordance with the requirements of Schedule 14D-1.
Capitalized terms not defined herein have the meanings assigned thereto in the
Statement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
At 12:00, Midnight, New York City time, on October 31, 1997, the Offer
expired. On November 3, 1997, the Offeror accepted for payment a total of
8,420,765 Shares validly tendered pursuant to the Offer and not withdrawn prior
to the expiration of the Offer. The 8,420,765 Shares accepted for payment by the
Offeror represent approximately 58% of the Shares outstanding, on a fully
diluted basis, on October 31, 1997. The press release issued by Parent on
November 3, 1997 is attached hereto as Exhibit (a)(20) and is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
The press release issued by Parent on October 30, 1997 is attached hereto
as Exhibit (a)(19) and is incorporated herein by reference.
The press release issued by Parent on November 3, 1997 is attached hereto
as Exhibit (a)(20) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(19) Press Release issued by Parent on October 30, 1997.
(a)(20) Press Release issued by Parent on November 3, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 3, 1997
Wallace Computer Services, Inc.
By: /s/ ROBERT J. CRONIN
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Name: Robert J. Cronin
Title: President and Chief Executive
Officer
Greenwich Acquisition Corp.
By: /s/ ROBERT J. CRONIN
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Name: Robert J. Cronin
Title: Chief Executive Officer
5
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EXHIBIT INDEX
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EXHIBIT
NO. EXHIBIT NAME
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(a)(19) Press Release issued by Parent on October 30, 1997.
(a)(20) Press Release issued by Parent on November 3, 1997.
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Exhibit (a) (19)
[Wallace News Release Letterhead]
FOR IMMEDIATE RELEASE
WALLACE ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING
PERIODS ON GRAPHIC INDUSTRIES ACQUISITION
Lisle, Ill., Thursday, October 30, 1997 - Wallace Computer Services, Inc.
(NYSE:WCS) today announced that all applicable waiting periods under
Hart-Scott-Rodino with respect to its acquisition of Graphic Industries, Inc.
(NYSE:GII) have expired.
The scheduled expiration date of Wallace's tender offer for Graphic
Industries shares is midnight, New York City time on October 31, 1997.
[end logo]
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Exhibit (a) (20)
[Wallace News Release Letterhead]
FOR IMMEDIATE RELEASE
WALLACE ACCEPTS GRAPHIC INDUSTRIES SHARES IN TENDER OFFER
Lisle, Ill., Monday, November 3, 1997 -- Wallace Computer
Services, Inc. (NYSE:WCS) today announced that it has accepted
shares tendered pursuant to its offer for all outstanding
shares of common stock of Graphic Industries, Inc.
(NYSE:GII).
Wallace has been advised by SunTrust Bank, Atlanta, the
depositary for the offer, that as of midnight, New York City
time, on Friday, October 31, 1997, approximately 8,420,765
shares of Graphic Industries common stock (approximately 58% of the
outstanding shares on a fully diluted basis) had been validly
tendered and not withdrawn pursuant to the offer. The tendered
shares will be purchased by a Wallace subsidiary.
Pursuant to the terms of the Stockholder Agreement with
Mark C. Pope III, the Wallace subsidiary will also purchase
4,303,092 shares of Class B common stock (representing
approximately 30% of the outstanding shares on a fully diluted
basis) from Mr. Pope. Following this purchase, which is expected
to occur simultaneously with the purchase of the tendered shares,
any shares of Class B common stock that remain outstanding will
automatically be converted into shares of common stock
pursuant to the terms of Graphic Industries' articles
of incorporation.
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Wallace Accepts Graphic Industries Shares in Tender Offer
page 2
It is expected that the Wallace subsidiary will be merged into Graphic
Industries, with each share of Graphic Industries not purchased in the tender
offer or pursuant to the Stockholder Agreement being converted into the right
to receive $21.75 in cash. The aggregate number of tendered shares and shares
of Class B common stock being purchased by the Wallace subsidiary is sufficient
to approve the merger. The merger is expected to be effective before the end
of 1997.
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 manufacturing, distribution and sales facilities
throughout the United States.
