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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) FEBRUARY 11, 2000
PARAGON CORPORATE HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
Delaware No. 333-51569 34-1845312
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7400 Caldwell Avenue, Niles, Illinois 60714
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(Address of principal executive offices) (Zip Code)
(847) 779-2500
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 27, 2000, Paragon Corporate Holdings Inc. ("Paragon")
through a wholly owned subsidiary, Multi Acquisition Corp. ("Acquisition"),
acquired all outstanding shares of Multigraphics, Inc. ("Multigraphics") for
$1.25 in cash per share of Multigraphics common stock. The total purchase price
was approximately $3.56 million. In addition, Paragon loaned $2.0 million to
Multigraphics pursuant to a promissory note agreement executed by Multigraphics
on September 30, 1999. The purchase price and loan were funded from Paragon's
working capital. On January 27, 2000, Acquisition merged with and into
Multigraphics (the "Merger") pursuant to an Agreement and Plan of Merger dated
as of September, 29, 1999, among Paragon, Acquisition and Multigraphics. As a
result of the Merger, Multigraphics, as the surviving corporation to the Merger,
became a wholly owned subsidiary of Paragon.
There are no material relationships between the shareholders of
Multigraphics, Inc. and the Registrant or any of the Registrant's affiliates,
any directors or officers of the Registrant, or any associate of any such
director or officer.
Information related to Multigraphics is included in a January 28, 2000
press release issued by Paragon, filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Financial statements have not been included in this initial
Form 8-K; however, the financial statements will be filed by
amendment not later than 60 days after this report is filed
with the commission.
(b) Pro Forma Financial Information
Pro forma financial information has not been included in this
initial Form 8-K; however, the pro forma financial information
will be filed by amendment not later than 60 days after this
report is filed with the commission.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of September 29, 1999,
among Paragon Corporate Holdings Inc., Multi Acquisition Corp. and
Multigraphics, Inc. (Appendix A to the Proxy Statement on
Schedule 14A of Multigraphics, Inc. filed with the SEC on
December 17, 1999, incorporated herein by reference).
99.1 Press release dated January 28, 2000.
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SIGNATURES
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.
PARAGON CORPORATE HOLDINGS INC.
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(Registrant)
February 11, 2000 Gregory T. Knipp
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Exhibit
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2.1 Agreement and Plan of Merger, dated as of September 29,
1999, among Paragon Corporate Holdings Inc., Multi
Acquisition Corp. and Multigraphics, Inc. (Appendix A to
the Proxy Statement of Multigraphics, Inc. on Schedule
14A filed with the SEC on December 17, 1999,
incorporated herein by reference).
99.1 Press release dated January 28, 2000.
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Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT: Frank D. Zaffino
Chief Executive Officer
Paragon Corporate Holdings
(847) 779-2500
PARAGON CORPORATE HOLDINGS COMPLETES
ACQUISITION OF MULTIGRAPHICS, INC.
NILES, Illinois-- January 28, 2000-- Paragon Corporate Holdings, Inc. announced
today that its acquisition of Multigraphics, Inc. has been finalized.
Under terms of the agreement, Paragon acquired Multigraphics for $1.25 in cash
per share of Multigraphics common stock, which had been traded on the American
Stock Exchange. Paragon Corporate Holdings is the parent company of A. B. Dick
Company, a leading manufacturer and distributor of printing products and service
provider to the global quick-print and small commercial printing segments.
Multigraphics provides a full range of high quality pre-press, press and
post-press equipment, supplies and technical services to a broad national
customer base. The combination of A. B. Dick and Multigraphics will create an
international manufacturer and distributor of equipment, supplies and services
to the graphic arts industry, with combined annual revenues of approximately
$275 million.
Frank Zaffino, president and chief executive officer of Paragon, said, "The
integration of these two companies offers an exciting opportunity to gain
efficiencies through leveraged resources in the short term and to realize growth
within our markets in the near future."
Including Multigraphics, Paragon will have annual revenues of approximately $360
million. Based in Niles, Illinois, Paragon Corporate Holdings acquired A. B.
Dick in January 1997. In addition, Paragon's Curtis Industries subsidiary
supplies a wide range of automotive and maintenance, repair and operating
supplies.
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