<PAGE> 1
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): December 22, 1997
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 60532
--------------------------------------------------------
Lisle, Illinois (Zip Code)
(Address of principle executive offices)
(630) 588-5000
(Registrant's telephone number, including area code)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
On December 22, 1997, Greenwich Acquisition Corp. ("GAC"), a Georgia
corporation and a wholly owned subsidiary of Wallace Computer Services, Inc., a
Delaware corporation (the "Company"), was merged (the "Merger") with and into
Graphic Industries, Inc., a Georgia corporation ("Graphic"), with Graphic
becoming a wholly owned subsidiary of the Company as a result of the Merger.
Pursuant to the Amended and Restated Agreement and Plan of Merger (the
"Merger Agreement"), dated as of October 12, 1997, among the Company, GAC and
Graphic, GAC previously purchased 8,447,988 shares of Common Stock, $.10 par
value per share (the "Shares"), of Graphic tendered pursuant to GAC's 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"). Upon the purchase of Shares pursuant to the Offer, GAC also
purchased 4,303,092 shares of Class B Common Stock, $.10 par value per share
("Class B Shares"), of the Company from Mark C. Pope III pursuant to the
Amended and Restated Stockholder Agreement, dated as of October 12, 1997 (the
"Stockholder Agreement"), among the Company, GAC and Mark C. Pope III. 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 consummation of the Merger completes the acquisition of Graphic by
the Company pursuant to the Merger Agreement. As a result of the Merger, each
Share issued and outstanding immediately prior to the effective time of the
Merger (other than Shares owned by Graphic, any subsidiary of Graphic, the
Company, GAC or any other subsidiary of Wallace, which Shares were cancelled
without consideration being delivered therefor) was automatically converted
into the right to receive $21.75 in cash, without interest. The Company's
press release dated December 22, 1997 relating to the Merger is filed as
Exhibit 99(a) and incorporated herein by reference.
The total consideration to be paid by the Company for the purchase of
Shares pursuant to the Offer, the purchase of Class B Shares pursuant to the
Stockholder Agreement and the purchase of Shares pursuant to the Merger will be
approximately $291,577,000. 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.
<PAGE> 3
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 the Company's
Current Report on Form 8-K filed on November 18, 1997
on or before January 20, 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 the
Company's Current Report on Form 8-K filed on November 18, 1997 on or before
January 20, 1997.
(c) Exhibits.
The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
<PAGE> 4
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.
(Registrant)
By: /s/ Michael J. Halloran
Michael J. Halloran
Vice President and
Chief Financial Officer
Dated: January 5, 1997
<PAGE> 5
EXHIBIT INDEX
Exhibit No. Document
99(a) Press Release of Wallace Computer Services, Inc. dated December
22, 1997.
<PAGE> 1
EXHIBIT 99(A)
[WALLACE NEWS RELEASE LOGO]
FOR IMMEDIATE RELEASE
Wallace Consummates Acquisition of Graphic
Industries, Inc.,
Largest U.S. Sheet-Fed Commercial Printing Network
Lisle, Ill., Monday, December 22, 1997 -- Wallace Computer
Services, Inc., (NYSE:WCS) and Graphic Industries, Inc. (formerly
NYSE:GII) announced that at a special meeting held today,
stockholders of Graphic Industries approved Wallace's acquisition
of the company, with 95% of the shares outstanding at the December
4 record date voting in favor of the merger agreement. As a result
of its previously consummated tender offer for the Common Stock of
Graphic Industries and its related purchase of Class B Common Stock
from Mark C. Pope III, Graphic Industries largest shareholder,
Wallace owned and voted 12,751,080 of the total shares outstanding.
The merger was consummated immediately after the meeting.
Graphic Industries will operate as a wholly owned subsidiary
of Wallace. The 20 companies that comprised the Graphic Industries
commercial printing network will maintain their own identities,
which carry significant value in each of their markets, with the
added subhead "a Wallace company". Wallace's plan for Graphic
Industries is threefold. First, to maintain the existing base of
people, facilities and business; second, to offer high-color,
high-quality commercial printing to Wallace's customers; and third,
to offer additional product categories such as forms, labels and
office products to Graphic Industries' customers.
<PAGE> 2
"The acquisition of Graphic Industries was one of the final
steps necessary for Wallace to offer Total Print Management and
Integrated Supply Management," said Bob Cronin, Wallace's president
and CEO. "The combination of W.I.N. 3.0's unique capabilities for
managing commercially printed materials with Graphic Industries
high-quality manufacturing will supply customers with nationwide
manufacturing, management and distribution for all their printing
needs, plus local consulting and manufacturing support."
INTEGRATION PROCESS WELL UNDER WAY
"We began the process of integrating the Graphic Industries
operations in November," said Mike Leatherman, Wallace's senior
vice president of commercial printing. "Not discounting all the
work that must still be done, we are moving ahead more smoothly
than anticipated and have had no big surprises. The people and
culture of Graphic Industries share a focus on customer service and
quality which is similar to our own and is helping the process. We
have lost no significant Graphic Industries business or
salespeople, and the level of interest from Graphic Industries'
sales force in other Wallace product lines has been even higher
than anticipated."
A target account plan has been established by the two
companies to capitalize on the new market opportunities. An
estimated 50 joint sales calls have already been made to customers
of both companies. The infrastructure to service customers'
purchases from Graphic Industries companies and provide information
through the W.I.N. system has been established and will be fully
operational in January. Meetings have been held with major paper
and ink suppliers and Wallace anticipates issuing national sourcing
RFPs in early January.
"Because of the results we've achieved in applying our unique
services to customers' forms supply processes, we have totally
changed the way large organizations think about purchasing and
managing forms," added Cronin. "We now can apply those same
services to companies' processes of buying and managing high-color
commercial printing, which will result in dramatic customer
savings. I anticipate that this will result in a similar
revolution in the way commercial printing is bought and managed in
large, distributed organizations."
<PAGE> 3
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. The company reported fiscal
1997 sales of $437.1 million.
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.
Wallace is headquartered in Lisle, Illinois, and with the addition
of Graphic Industries, has 49 manufacturing and distribution
locations, as well as 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, the timing and success of
integrating the acquisition, sales force retention and motivation,
the pace of new customer sales ramp-ups, general economic and
business conditions, competitive actions, and other risks described
in the company's filings with the Securities and Exchange
Commission.
