CHAMPION INDUSTRIES INC
8-K, 1997-01-15
COMMERCIAL PRINTING
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<PAGE>
                                           
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549
                                           


                                    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 31, 1996.



                              Champion Industries, Inc.
             ------------------------------------------------------------
                (Exact name of registrant as specified in its charter) 
                                           
                                           
                                           
<TABLE>
<CAPTION>
     West Virginia                          0-21084                          55-0717455     
- -----------------------               ------------------------         ---------------------
<S>                                   <C>                              <C>
 (State or other juris-                  (Commission File No.)          (IRS Employer Identi-
diction of corporation)                                                  fication No.) 
                                           
</TABLE>

<TABLE>
<CAPTION>

               2450 First Avenue
               P. O. Box 2968
          Huntington, West Virginia                             25728   
- ------------------------------------------------------        -------------
<S>                                                           <C>
  (Address of principal executive offices)                     (Zip Code) 

</TABLE>

                                    (304) 528-2791                  
                   ---------------------------------------------------- 
                   (Registrant's telephone number, including area code) 
                                           
                                           

                                    Not Applicable
             ------------------------------------------------------------
            (Former name or former address, if changes since last report) 

                                       1
 
<PAGE>                       INFORMATION TO BE INCLUDED IN THE REPORT
                                           

Item 2.  Acquisition or disposition of assets.

        On December 31, 1996, Champion Industries, Inc. ("Champion"), a West
Virginia corporation, purchased all the issued and outstanding capital stock of
Interform Corporation ("Interform"), a Pennsylvania corporation engaged in the
business forms manufacturing business in Bridgeville, Pennsylvania.  Pursuant to
a Stock Purchase Agreement dated October 28, 1996 between Champion and IRM
Services, Inc., the parent company of Interform, Champion paid $2,500,000.00
cash and assumed a certain liability of Interform to IRM Services, Inc. in the
amount of $130,000.00.  Upon consummation of such purchase, Interform became a
wholly owned subsidiary of Champion.  Champion utilized the proceeds of a loan
from PNC Bank, N.A. to provide the cash consideration required by the Stock
Purchase Agreement and to refinance the existing long term debt of Interform.

        Interform is one of the top fifteen independent business form 
manufacturers in the United States.  It sells through a distributor network 
concentrated in Eastern Pennsylvania, New Jersey and metropolitan New York, 
New York.  It also engages in direct sales of business forms in the 
Western, Pennsylvania area through its Consolidated Graphics 
Communications division.  Interform operates a manufacturing facility in 
Bridgeville, Pennsylvania producing continuous and snap-out business forms, 
checks and envelopes.

Item 7.  Financial Statements and Exhibits:

        (a)  Financial statements of businesses acquired are filed herewith. 
See Exhibit Index on page 3.

        (b)  Pro forma financial information is filed herewith.  See Exhibit 
Index on page 3.

        (c)  Exhibits.  The exhibits listed on the Exhibit Index on page 3 of 
the Form 8-K are filed herewith.


        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. 
 

                                               CHAMPION INDUSTRIES, INC.
                                          ----------------------------------
                                                      (Registrant) 


Date: January 14, 1997                              /s/ Joseph C. Worth, III 
                                          -----------------------------------
                                         Joseph C. Worth, III, Vice President
                                         and Chief Financial Officer 
 
                                           
                                       2   
                                           

<PAGE>
                                    EXHIBIT INDEX
                                           
<TABLE>
<S>               <C>                                                            <C>
Exhibit 10     Term/Time Note dated December 30, 1996, in amount of $9,000,000
               from Champion to PNC Bank, National Association.                  Page 4.

Exhibit 23.1   Consent of Independent Certified Public Accountants.              Page 9.

Exhibit 99.1   Interform Corporation Financial Statements For the Years Ended
               December 31, 1995 and 1994.                                      Page 10.

Exhibit 99.2   Champion Industries, Inc. and Subsidiaries Pro Forma Unaudited
               Consolidated Financial Statements.                               Page 24. 
</TABLE>
                                       3


<PAGE>

                                      EXHIBIT 10
                                           
           Term/Time Note dated December 30, 1996, in amount of $9,000,000
                   from Champion to PNC Bank, National Association
                                           
                                           
                                           
Term/Time Note                                                  PNC BANK

$ 9,000,000                                              December 30, 1996


FOR VALUE RECEIVED, CHAMPION INDUSTRIES, INC., a West Virginia corporation, 
(the "Borrower"), with an address at 2450-90 First Avenue, Huntington, West 
Virginia 25703, promises to pay to the order of PNC Bank, National 
Association (the "Bank"), in lawful money of the United States of America in 
immediately available funds at its offices located at 249 Fifth Avenue, 
Pittsburgh, PA 15222, or at such other location as the Bank may designate 
from time to time, the principal sum of up to NINE MILLION DOLLARS 
($9,000,000), together with interest accruing on the outstanding balance from 
the date hereof, as provided below:

1.      Rate of Interest.  Amounts outstanding under this Note will bear 
interest at the greater of Prime Rate or the Federal Funds Effective Rate 
plus 150 basis points.  Interest will be calculated on the basis of a year of 
360 days for the actual number of days in each interest period.  As used 
herein, "Prime Rate" shall mean the rate publicly announced by the Bank from 
time to time as its prime rate.  The Prime Rate is not tied to any external 
rate or index and does not necessarily reflect the lowest rate of interest 
actually charged by the Bank to any particular class or category of 
customers.  If and when the Prime Rate changes, the Floating Rate will change 
automatically without notice to the Borrower, effective on the date of any 
such change.  As used herein, "Federal Funds Effective Rate" shall mean the 
rate per annum (based on a year of 360 days and actual days elapsed and 
rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve 
Bank of New York (or any successor) on such day as being the weighted average 
of the rates on overnight federal funds transactions arranged by federal 
funds brokers on the previous trading day, as computed and announced by such 
Federal Reserve Bank (or any successor) in substantially the same manner as 
such Federal Reserve Bank computes and announces the weighted average it 
refers to as the "Federal Funds Effective Rate" as of the date of this Note; 
provided, if such Federal Reserve Bank (or its successor) does not announce 
such rate on any day, the "Federal Funds Effective Rate" for such day shall 
be the Federal Funds Effective Rate for the last day on which such rate was 
announced.  In no event will the rate of interest hereunder exceed the 
maximum rate allowed by law.

2.      Payment Terms.  Principal and interest and any other amounts owed 
under this Note will be due and owing without demand on January 31, 1997.  If 
any payment under this Note shall become due on a Saturday, Sunday or public 
holiday under the laws of the State where the Bank's office indicated above 
is located, such payment shall be made on the next succeeding business day 
and such extension of time shall be included in computing interest in 
connection with such payment.  The Borrower hereby authorizes the Bank to 
charge the Borrower's deposit accounts at the Bank for any payment when due 
hereunder.  Payments received will be applied to charges, fees and expenses 
(including attorneys' fees), accrued 

                                    - 4 -

<PAGE>

interest and principal in any order the Bank may choose, in its sole 
discretion.  The Borrower will reimburse the Bank on or before January 3, 
1997 for attorney's fees incurred in connection with this Note.

3.      Default Rate.  Upon maturity, whether by acceleration, demand or 
otherwise, and at the option of the Bank and upon the occurrence of any Event 
of Default (as hereinafter defined) and during the continuance thereof, this 
Note shall bear interest at a rate per annum (based on a year of 360 days and 
actual days elapsed) which shall be two percentage points (2%) in excess of 
the interest rate in effect from time to time under this Note but not more 
than the maximum rate allowed by law (the "Default Rate").  The Default Rate 
shall continue to apply whether or not judgment shall be entered on this Note.

4.      Prepayment.  This Note may be prepaid in whole or in part at any time
without penalty.  

5.      Use of Proceeds.  The proceeds of the loan represented by this Note 
shall be used exclusively to acquire all the stock of Interform Corporation 
pursuant to a Stock Purchase Agreement dated as of October 28, 1996 between 
the Borrower and IRM Services, Inc.  Upon the execution of this Note, the 
Borrower will deliver to the Bank a payoff letter from Mellon Bank, N.A. 
indicating what amounts Interform Corporation needs to pay in order for 
Mellon Bank, N.A. to release all of its liens against Interform Corporation.

6.      Additional Indebtedness.  The Borrower represents and warrants to the 
Bank that (a) no default (or condition that with the giving of notice or 
passage of time would become a default) exists under any document relating to 
any indebtedness for borrowed money of the Borrower or any of its 
subsidiaries and (b) neither the Borrower nor any of its subsidiaries has 
incurred any indebtedness for borrowed money that is not reflected accurately 
on the Borrower's consolidated financial statements for the year ending 
October 31, 1996, a copy of which has been delivered to the Bank.  The 
Borrower covenants that, except for the indebtedness represented by this 
Note, neither the Borrower nor any of its subsidiaries will incur additional 
commitments for indebtedness for borrowed money before the obligations 
represented by this Note are paid in full.  The Borrower may, however, draw 
funds under its existing $2,000,000 unsecured revolving credit facility with 
Bank One West Virginia.

7.     Events of Default.  The occurrence of any of the following events 
will be deemed to be an "Event of Default" under this Note: (i) the 
nonpayment of any principal, interest or other indebtedness under this Note 
when due; (ii) the occurrence of any event of default or default and the 
lapse of any notice or cure period under any other debt, liability or 
obligation to the Bank of the Borrower or any of its subsidiaries; (iii) the 
filing by or against the Borrower or any of its subsidiaries of any 
proceeding in bankruptcy, receivership, insolvency, reorganization, 
liquidation, conservatorship or similar proceeding (and, in the case of any 
such proceeding instituted against the Borrower or any of its subsidiaries, 
such proceeding is not dismissed or stayed within 30 days of the commencement 
thereof); (iv) any assignment by the Borrower or any of its subsidiaries for 
the benefit of creditors, or any levy, garnishment, attachment or similar 
proceeding is instituted against any property of the Borrower or any of its 
subsidiaries held by or deposited with the Bank; (v) a default with respect 
to any other indebtedness of the Borrower or any of its subsidiaries for 
borrowed money; (vi) the commencement of any foreclosure or forfeiture 
proceeding, execution or attachment against the Borrower or any of its 
subsidiaries; (vii) the entry of a final judgment against the Borrower or any 
of its subsidiaries and the failure of the Borrower or any of its 
subsidiaries to discharge the judgment within ten days of the entry thereof; 
(viii) any material 

                                    - 5 -

<PAGE>

adverse change in the business, assets, operations, financial condition or 
results of operations of the Borrower or any of its subsidiaries; (ix) the 
Borrower or any of its subsidiaries ceases to do business as a going concern; 
(x) any representation or warranty made by the Borrower to the Bank in this 
Note is false, erroneous or misleading in any material  respect; or (xi) the 
failure of the Borrower to observe or perform any covenant or other agreement 
with the Bank contained in this Note.

Upon the occurrence of an Event of Default: (a) the Bank shall be under no 
further obligation to make advances hereunder; (b) if an Event of Default 
specified in clause (iii) or (iv) above shall occur, the outstanding 
principal balance and accrued interest hereunder together with any additional 
amounts payable hereunder shall be immediately due and payable without demand 
or notice of any kind; (c) if any other Event of Default shall occur, the 
outstanding principal balance and accrued interest hereunder together with 
any additional amounts payable hereunder, at the option of the Bank and 
without demand or notice of any kind, may be accelerated and become 
immediately due and payable; (d) at the option of the Bank, this Note will 
bear interest at the Default Rate from the date of the occurrence of the 
Event of Default; and (e) the Bank may exercise from time to time any of the 
rights and remedies available to the Bank under this Note or under applicable 
law.

8.      POWER TO CONFESS JUDGMENT:  THE BORROWER HEREBY AUTHORIZES AND 
EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD WITHIN THE 
COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE AFTER AN EVENT OF DEFAULT UNDER 
THIS NOTE, TO APPEAR FOR THE BORROWER, AND, WITH OR WITHOUT DECLARATION 
FILED, CONFESS JUDGMENT AGAINST THE BORROWER IN FAVOR OF THE BANK, AS OF ANY 
TERM, FOR THE UNPAID BALANCE HEREOF, AND INCLUDING, WITHOUT LIMITATION, ALL 
ACCRUED AND UNPAID INTEREST, CHARGES, EXPENSES OR OTHER IMPOSITIONS PAYABLE 
UNDER THIS NOTE, WHETHER BY ACCELERATION OR OTHERWISE WITH COSTS OF SUIT AND 
A REASONABLE ATTORNEY'S COMMISSION AS CERTIFIED BY THE BANK WITH RELEASE OF 
ALL ERRORS, WAIVING ALL LAWS EXEMPTING REAL OR PERSONAL PROPERTY FROM 
EXECUTION TO THE EXTENT THAT SUCH LAWS MAY LAWFULLY BE WAIVED BY THE COMPANY. 
 NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT SHALL BE 
DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD 
BY ANY COURT TO BE VALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE 
UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK 
SHALL ELECT, UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL 
OF THE DEBT, INTEREST AND COSTS.

        BY SIGNING THIS INSTRUMENT, THE BORROWER HEREBY ACKNOWLEDGES THAT IT 
HAS READ, HAS HAD THE OPPORTUNITY TO HAVE IT REVIEWED BY LEGAL COUNSEL, 
UNDERSTANDS, AND KNOWINGLY AND VOLUNTARILY AGREES TO THE PROVISIONS CONTAINED 
HEREIN, INCLUDING THE CONFESSION OF JUDGMENT PROVISION AND UNDERSTANDS THAT A 
CONFESSION OF JUDGMENT CONSTITUTES A WAIVER OF RIGHTS IT OTHERWISE WOULD HAVE 
TO PRIOR NOTICE AND A HEARING BEFORE A JUDGMENT IS ENTERED AGAINST IT AND 
WHICH MAY RESULT IN A COURT JUDGMENT AGAINST THE BORROWER WITHOUT PRIOR 
NOTICE OR HEARING AND THAT THIS NOTE MAY BE COLLECTED FROM THE BORROWER 
REGARDLESS OF ANY CLAIM THE BORROWER MAY HAVE AGAINST THE BANK.
                                                              _______Initial

9. POWER TO EXECUTE ON A JUDGMENT WITHOUT HEARING:  THE BORROWER HEREBY 
AUTHORIZES AND EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF 
RECORD OR THE SHERIFF WITHIN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, 
TO TAKE ALL ACTION ALLOWED BY OR PROVIDED FOR IN THE PENNSYLVANIA RULES OF 
CIVIL PROCEDURE OR OTHER APPLICABLE RULES OF CIVIL PROCEDURE TO EXECUTE ON 
ANY JUDGMENT ENTERED AGAINST THE BORROWER PURSUANT TO THE CONFESSION OF 
JUDGMENT SET FORTH ABOVE WITHOUT PRIOR NOTICE OR HEARING OF ANY NATURE 
WHATSOEVER, WAIVING ALL LAWS EXEMPTING REAL OR PERSONAL PROPERTY FROM 
EXECUTION, TO THE EXTENT THAT SUCH LAWS 

                                   - 6 -

<PAGE>

MAY LAWFULLY BE WAIVED BY THE BORROWER.  NO SINGLE EXERCISE OF THE FOREGOING 
POWER TO EXECUTE ON JUDGMENTS WITHOUT A HEARING SHALL BE DEEMED TO EXHAUST 
THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE 
VALID, VOIDABLE OF VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY 
BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH 
TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST 
AND COSTS.

   BY SIGNING THIS INSTRUMENT THE BORROWER HEREBY ACKNOWLEDGES THAT IT HAS 
READ, HAS HAD THE OPPORTUNITY TO HAVE IT REVIEWED BY LEGAL COUNSEL, 
UNDERSTANDS AND AGREES TO THE PROVISIONS CONTAINED HEREIN, INCLUDING THE 
POWER TO EXECUTE ON JUDGMENT WITHOUT A HEARING, AND UNDERSTANDS THAT THE 
POWER TO EXECUTE ON A JUDGMENT WITHOUT A HEARING CONSTITUTES A WAIVER OF 
RIGHTS IT OTHERWISE WOULD HAVE TO PRIOR NOTICE AND A HEARING BEFORE EXECUTION 
ON A JUDGMENT, AND THAT THIS NOTE MAY BE COLLECTED FROM THE BORROWER 
REGARDLESS OF ANY CLAIM THAT THE BORROWER MAY HAVE AGAINST THE BANK.     
                                                                      _______ 
                                                                      Initial

10.     Right to Setoff.  In addition to all liens upon and rights of setoff 
against the money, securities or other property of the Borrower given to the 
Bank by law, the Bank shall have, with respect to the Borrower's obligations 
to the Bank under this Note and to the extent permitted by law, a contractual 
possessory security interest in and a contractual right of setoff against, 
and the Borrower hereby assigns, conveys, delivers, pledges and transfers to 
the Bank all of the Borrower's right, title and interest in and to, all 
deposits, moneys, securities and other property of the Borrower now or 
hereafter in the possession of or on deposit with, or in transit to, the Bank 
whether held in a general or special account or deposit, whether held jointly 
with someone else, or whether held for safekeeping or otherwise, excluding, 
however, all IRA, Keogh, and trust accounts.  Every such security interest 
and right of setoff may be exercised without demand upon or notice to the 
Borrower.  Every such right of setoff shall be deemed to have been exercised 
immediately upon the occurrence of an Event of Default hereunder without any 
action of the Bank, although the Bank may enter such setoff on its books and 
records at a later time.

11.     Miscellaneous.  No delay or omission of the Bank to exercise any 
right or power arising hereunder shall impair any such right or power or be 
considered to be a waiver of any such right or power, nor shall the Bank's 
actions or inaction impair any such right or power.  The Borrower agrees to 
pay on demand, to the extent permitted by law, all costs and expenses 
incurred by the Bank in the enforcement of its rights in this Note and in any 
security therefor, including without limitation reasonable fees and expenses 
of the Bank's counsel.  If any provision of this Note is found to be invalid 
by a court, all the other provisions of this Note will remain in full force 
and effect.  The Borrower and all other makers and endorsers of this Note 
hereby forever waive presentment, protest, notice of dishonor and notice of 
non-payment.  The Borrower also waives all defenses based on suretyship or 
impairment of collateral.  This Note shall bind the Borrower and its 
successors and assigns, and the benefits hereof shall incur to the benefit of 
the Bank and its successors and assigns.

This Note has been delivered to and accepted by the Bank and will be deemed 
to be made in the Commonwealth of Pennsylvania.  THIS NOTE WILL BE 
INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER 
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, 
EXCLUDING ITS CONFLICT OF LAWS RULES.  The Borrower hereby irrevocably 
consents to the exclusive jurisdiction of any state or federal court for the 
county or judicial district where the Bank's office indicated above is 
located, and consents that all service of process be sent by nationally 
recognized overnight courier service directed to the Borrower at the 
Borrower's address set forth herein and service so made will be deemed to 

                                   - 7 -

<PAGE>

be completed on the business day after deposit with such courier; 
provided that nothing contained in this Note will prevent the Bank from 
bringing any action, enforcing any award or judgment or exercising any rights 
against the Borrower individually, against any property of the Borrower 
within any other county, state or other foreign or domestic jurisdiction.  
The Borrower acknowledges and agrees that the venue provided above is the 
most convenient forum for both the Bank and the Borrower.  The Borrower 
waives any objection to venue and any objection based on a more convenient 
forum in any action instituted under this Note.

12.     WAIVER OF JURY TRIAL.  THE BORROWER IRREVOCABLY WAIVES ANY AND ALL 
RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR 
CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN 
CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH 
DOCUMENTS.  THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING 
AND VOLUNTARY.  
                                                                       _______
                                                                       Initial

The Borrower acknowledges that it has read and understood all the provisions 
of this Note, including the confession of judgment and waiver of jury trial, 
and has been advised by counsel as necessary or appropriate.

WITNESS the due execution hereof as a document under seal, as of the date 
first written above, with the intent to be legally bound hereby.


<TABLE>
<S>                                                   <C>
Witness:                                              CHAMPION INDUSTRIES, INC.


By: /s/ Kim Stenger                                 By: /s/ Joseph C. Worth, III
   -----------------------------------                   ------------------------------
Print Name: Kim Stenger                             Print Name: Joseph C. Worth, III
           --------------------------                           -----------------------
Title: Administrative Assistant                     Title: Vice President & C. F. O.
       ------------------------------                      --------------------------
</TABLE>
                                         - 8 -


<PAGE>
                                     Exhibit 23.1

                               INDEPENDENT AUDITORS' CONSENT

We consent to the inclusion in this Current Report on Form 8-K under the 
Securities Exchange Act of 1934 of Champion Industries, Inc. of our report 
dated March 1, 1996 (except for Notes 3, 7, and 11, which are as of September 
30, 1996), relating to the balance sheets of Interform Corporation as of 
December 31, 1995 and 1994, and the related statements of operations and 
accumulated deficit and cash flows for the years then ended.


We also consent to the incorporation by reference in the Registration 
Statement pertaining to the 1993 Stock Option Plan (Form S-8, No. 33-76790) 
of Champion Industries, Inc. of our report dated March 1, 1996 (except for 
Note 3, 7 and 11, which are as of September 30, 1996) with respect to the 
financial statements of Interform Corporation included in this Current Report 
on Form 8-K dated January 14, 1997.


/s/ Grossman Yanak & Ford


Pittsburgh, Pennsylvania
January 14, 1997


                                    9


<PAGE>
                                           
                                     EXHIBIT 99.1
                                           
                      Interform Corporation Financial Statements
                    For the Years Ended December 31, 1995 and 1994
                                           

TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                   Page
                                                  ------
<S>                                                <C>
Independent Auditors' Report                         11

Financial Statements for the Years Ended
 December 31, 1995 and 1994:

  Balance Sheets                                     12

  Statements of Operations and Accumulated Deficit   13

  Statements of Cash Flows                           14

  Notes to Financial Statements                      15

</TABLE>
                              - 10 -

<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors
 of Interform Corporation
Pittsburgh, Pennsylvania

We have audited  the  balance  sheets  of  Interform Corporation as of 
December 31, 1995 and 1994, and the related statements  of  operations  and 
accumulated deficit and cash flows for the years then ended. These financial  
statements  are the  responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based 
on  our audits.

We  conducted  our audits in accordance with  generally accepted  auditing 
standards.  Those standards  require that we  plan  and  perform  the  audits 
to obtain reasonable assurance  about  whether  the financial statements are 
free of material misstatement.  An audit includes examining,   on  a  test 
basis, evidence supporting the amounts and disclosures in the financial 
statements. An  audit  also  includes  assessing  the accounting  principles  
used and significant  estimates made  by  management, as well as evaluating 
the overall financial statement presentation.  We believe that  our audits 
provide a reasonable basis for our opinion.

In our  opinion,  the  financial  statements  present fairly, in  all  
material  respects,  the financial position  of  Interform Corporation as of 
December  31, 1995  and  1994  and the results of its operations  and cash  
flows for the years then ended in conformity with generally accepted 
accounting principles.

As discussed in Note 2, Interform Corporation filed for reorganization under  
Chapter  11  of the Federal Bankruptcy  Code  on January 12, 1994;  on  
August  17, 1994,  Interform  Corporation's plan of  reorganization was 
confirmed.

                                            /s/ Grossman Yanak & Ford

March 1, 1996 (except for Notes 3, 7 and 11
  which are as of September 30, 
1996) 

Pittsburgh, Pennsylvania

                       - 11 -

<PAGE>
INTERFORM CORPORATION

BALANCE SHEETS
DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
ASSETS                                                       NOTES             1995           1994
- -----------                                                 --------          -------        -------
<S>                                                         <C>               <C>            <C>
CURRENT ASSETS:
Cash                                                                       $    4,625      $   15,050
 Accounts receivable (less allowance for 
doubtful accounts of $138,000 and $144,000,
respectively).                                                 7            5,029,412       5,307,499
Inventories                                                  1,4,7          2,391,347       2,490,501
Prepaid expenses and other                                                     34,325          41,361 
Deferred income tax benefit                                   1,9             295,008         389,803 
                                                                          ------------     ------------
Total                                                                       7,754,717       8,244,214 

PROPERTY AND EQUIPMENT - NET                               1,5,7,11         2,175,690       3,554,410 

OTHER ASSETS - NET                                          1,6,7           4,915,796       4,791,630 
                                                                         ------------     ------------

TOTAL ASSETS                                                              $14,846,203     $16,590,254 
                                                                          ------------     ------------
                                                                          ------------     ------------

LIABILITIES AND STOCKHOLDER'S EQUITY


 CURRENT LIABILITIES:
 Bank overdraft                                               7             $ 624,547     $   552,247 

 Current portion of debt and capital lease obligations        7             3,098,199       2,209,701 
 Accounts payable                                                           1,261,146       1,461,966 
 Accrued payroll, vacations and commissions                                 1,252,656       1,347,785 
 Payable to parent company in lieu of federal income 
  taxes                                                      1,9                   --         129,265 
 Accrued state income taxes                                  1,9               74,433         192,311 
 Accrued expenses                                                             354,055         516,139 
                                                                          ------------     ------------
 
 Total                                                                      6,665,036       6,409,414 
                                                                          ------------     ------------
 LONG-TERM LIABILITIES:
 Long-term debt and capital lease obligations               7,11            1,822,680       3,215,134 

 Payable to parent company in lieu of federal taxes          1,9              234,260         143,010 
 Deferred income taxes                                       1,9               40,909         426,907 
                                                                          ------------     ------------

 Total                                                                      2,097,849       3,785,051 
                                                                          ------------     ------------
 STOCKHOLDER'S EQUITY:                                     1,3,10
 Common stock:
  Class A                                                                     135,460         135,460 
  Class B                                                                       3,387           3,387 
 Paid-in capital                                                            11,701,487     11,701,487 
 Accumulated deficit                                                        (5,757,016)    (5,444,545)
                                                                          ------------     ------------
 Stockholder's equity                                                        6,083,318      6,395,789 
                                                                          ------------     ------------
 TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                $14,846,203    $16,590,254 
                                                                          ------------     ------------
                                                                          ------------     ------------
</TABLE>
See notes to financial statements. 

                                               -  12 -

<PAGE>
INTERFORM CORPORATION

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994


<TABLE>
<CAPTION>
                                                             NOTES              1995            1994
- -----------                                                 --------          --------        ---------
<S>                                                         <C>               <C>            <C>
NET SALES                                                     1,3            $32,907,352     $34,105,491
COST OF SALES                                                  1              24,094,860      24,519,596
                                                                            ------------     --------------

GROSS MARGIN                                                                   8,812,492       9,585,895

SELLING EXPENSES                                                               4,495,052       4,565,084

GENERAL AND ADMINISTRATIVE EXPENSES                            3               4,269,013       3,792,629

REORGANIZATION  EXPENSES, NET                                2,11                     --         102,743 
                                                                            -------------   ---------------

OPERATING INCOME                                                                  48,427       1,125,439 
                                                                             -------------   ---------------
OTHER INCOME (EXPENSE):

 Interest income                                                                   1,557           1,697 
 Interest expense                                                               (619,004)       (589,607)
 Other                                                                            82,661          55,653 
                                                                             -------------   ---------------
Total                                                                           (534,786)       (532,257)
                                                                             -------------   ---------------
INCOME (LOSS) BEFORE INCOME TAX
 PROVISION (BENEFIT)                                                            (486,359)        593,182 
INCOME TAX PROVISION (BENEFIT)                              1,9                 (173,888)        288,072 
                                                                             -------------   ---------------
NET INCOME (LOSS)                                                               (312,471)        305,110 

ACCUMULATED DEFICIT, BEGINNING OF YEAR                                        (5,444,545)     (5,749,655)
                                                                             -------------   ---------------

ACCUMULATED DEFICIT, END OF YEAR                                             $(5,757,016)    $(5,444,545)
                                                                             -------------   ---------------
                                                                             -------------   ---------------

</TABLE>

See notes to financial statements. 

                                          - 13 -

<PAGE>
INTERFORM CORPORATION

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
                                                         1995        1994
                                                       ---------   -------
<S>                                                    <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                      $(312,471)  $  305,110
Adjustments to reconcile net income (loss)
to net cash provided (used) by operating
activities:
 Depreciation                                            807,876    1,021,542
 Amortization                                            180,098      167,321
 Deferred income taxes                                  (291,203)      64,811
 Gain on sale of assets                                  (67,630)     (42,576)
  (Increase) decrease in:
   Accounts receivable                                   278,087      (32,568)
  Inventories                                             99,154     (244,084)
  Prepaid expenses and other                               7,036      165,364
  Other assets                                          (146,239)     (64,462)
  Increase (decrease) in:
   Accounts payable                                     (200,820)    (213,846)
   Accrued payroll, vacations and commissions            (95,129)      (8,319)
   Payable to parent company in 
    lieu of federal income taxes                         (38,015)     142,370 
  Accrued state income taxes                            (117,878)     102,053 
  Accrued expenses                                      (162,084)    (504,133)
                                                       -----------   ----------
Net cash provided (used) by operating activities         (59,218)     858,583 
                                                       -----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions                                      (389,026)    (304,819)
Proceeds from sale of property                         1,027,500       44,500 
                                                       -----------   ----------
Net cash provided (used) by investing activities         638,474     (260,319)
                                                       -----------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in bank overdraft                                72,300      181,276 
Deferred financing costs                                (158,025)          --
Repayment of debt                                     (3,503,956)  (1,526,545)
Issuance of debt                                       3,000,000      750,000
                                                       -----------   ----------
Net cash used by financing activities                  (589,681)     (595,269)
                                                       -----------   ----------
NET INCREASE (DECREASE) IN CASH                         (10,425)        2,995 
CASH, BEGINNING OF YEAR                                  15,050        12,055 
                                                      ------------ ------------
CASH, END OF YEAR                                     $   4,625    $   15,050 
                                                      ------------ ------------
                                                      ------------ ------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:
  Interest                                            $ 597,699    $  615,677 
                                                      ------------ -----------
                                                      ------------ -----------
  Income taxes                                        $ 131,335         6,864 

</TABLE>

See notes to financial statements. 

                                        - 14 -

<PAGE>

INTERFORM CORPORATION

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   ORGANIZATION - The December 31, 1994 financial statements of the Company
   include Interform Corporation ("Interform") and its wholly-owned subsidiary,
   Consolidated Business Forms Co. ("CBF").  All significant intercompany
   profits, transactions and account balances were eliminated in consolidation.
   On December 31, 1994, CBF was merged into Interform Corporation. The Company
   manufactures and sells various types of business forms and provides mailing
   services for customers in the eastern United States.  Prior to July 1995,
   the Company also performed commercial printing services, however, this
   division which had net sales of approximately $3,600,0000 and $4,500,000 in
   1995 and 1994, respectively, was closed.  This division had an operating
   loss of approximately $436,000 in 1995 and operating income of approximately
   $122,000 in 1994 prior to the allocation of corporate overhead. In
   conjunction with the closure, the Company sold the commercial presses and
   related peripheral equipment.  Proceeds from the sale of equipment in excess
   of the related debt were utilized to prepay term debt (see Note 7). 

   Interform Corporation is owned indirectly by Guaranty Reassurance
   Corporation ("GRC").  GRC's subsidiary IRM Services, Inc. ("IRM") holds the
   stock of Interform Corporation and certain other operating companies. 

   USE OF ESTIMATES - The preparation of financial statements in conformity
   with generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities at the date
   of the financial statements and the reported amounts of revenues and
   expenses during the reporting period.  Actual results could differ from
   those estimates.          

   INVENTORIES - Inventories are valued at the lower of cost, determined by the
   last-in, first out ("LIFO") method for raw materials and finished goods and
   by the first-in, first-out method for work in process, or market.  The LIFO
   reserves at December 31, 1995 and 1994 were $405,146 and $154,146,
   respectively.

   PROPERTY AND EQUIPMENT - Property and equipment are stated at cost. 
   Depreciation and amortization are provided based on estimated useful lives
   using the straight-line method for financial statement purposes and
   accelerated methods for tax purposes.  The estimated useful lives used in
   computing depreciation and amortization for financial statement purposes are
   as follows:

   Buildings and building improvements          5 - 20 years
   Leasehold improvements                       5 - 20 years
   Machinery and equipment                      5 - 10 years
   Furniture and fixtures                            5 years
   Automobiles and trucks                        3 - 5 years

   Maintenance and repairs are charged to expense as incurred; expenditures for
   renewals and betterments are capitalized.  The cost of property sold or
   retired and the related accumulated depreciation are eliminated from the
   accounts and the resulting gain or loss is credited or charged to
   operations.

                                        - 15 -

<PAGE>

   OTHER ASSETS - Other assets consist primarily of goodwill which is being
   amortized over 34 years; deferred financing costs which are being amortized
   over five years and notes receivable (see Note 6).

   PROFIT SHARING PLANS - The Company sponsors profit sharing plans in which
   substantially all employees participate.  Contributions are at the
   discretion of the Company.  There were no Company contributions for 1995 
   and 1994 to the plans.  Employees may contribute up to 15% of their 
   compensation, subject to certain limitations, to the plans.

   INCOME TAXES - The Company is included in Interform's parent company's
   consolidated federal income tax return.  The federal tax provision has been
   computed as if the Company were on a stand-alone basis in accordance with a
   tax sharing agreement (see Note 9).

   Income taxes are provided for the tax effects of transactions reported in
   the financial statements and consist of current taxes due plus deferred
   taxes related primarily to differences between the bases of property and
   equipment and accrued expenses for financial and income tax reporting. The
   deferred tax assets and liabilities represent future tax consequences of
   those differences, which will either be taxable or deductible when the
   assets and liabilities are recovered or settled.  Deferred taxes are also
   recognized for operating losses that are available to offset future taxable
   income.  


2. CHAPTER 11 FILING

   On January 12, 1994, Interform filed for reorganization under Chapter 11 of
   the Federal Bankruptcy Code in the United States Bankruptcy Court for the
   Western District of Pennsylvania.  CBF was not included in the filing. 
   Difficulty in complying with terms and conditions of financing agreements,
   the arbitration award to a former officer (see Note 11) and the excess of
   current liabilities over current assets, were among the factors that lead to
   this management decision.

   Under Chapter 11, certain claims against Interform Corporation in existence
   prior to the filing of the petition under the Federal Bankruptcy Code were
   stayed while Interform Corporation continued business operations as a
   debtor-in-possession subject to the control and supervision of the
   Bankruptcy Court.  Interform Corporation received approval from the
   Bankruptcy Court to pay or otherwise honor certain of its prepetition
   obligations, including payments on secured debt, employee wages and
   insurance.

   On August 17, 1994, Interform's plan of reorganization was confirmed and
   provided for the following:

   -  Payment to unsecured creditors in an amount equal to 100% of their 
      agreed-upon claims, which claims were paid
      on September 6, 1994.

   -  Continuation of the Company's lease for its Bridgeville manufacturing and
      office facilities subject to the Company being granted a termination
      option in consideration of a $250,000 payment on September 6, 1994 and
      another $250,000 payment upon vacating the facility before the expiration
      of the lease on September 30, 1998. An irrevocable standby letter of
      credit in the amount of $250,000 was issued to the lessor to ensure that
      this obligation can be satisfied if required.  The Company will continue
      to pay monthly rent until fully moved from the facility.

                                        - 16 -

<PAGE>

   -  Infusion of $750,000 in cash from GRC (See Notes 1 and 7) which was
      received on September 6, 1994 in the form of a subordinated note bearing
      interest at prime plus 3%.

   As disclosed in Note 11, a former officer appealed the Company's Chapter 11
   status and his treatment thereunder.

   Reorganization and other expenses for the year ended December 31, 1994
   consisted of the following:

   Arbitration accrual - former officer (Note 11)             $(481,840)
   Professional fees                                            334,583
   Lease modification cost                                      250,000
                                                              ---------
   Reorganization and other expense, net                      $ 102,743
                                                              ---------
                                                              ---------


3. RELATED PARTIES

   The Company had sales to GRC and another subsidiary of GRC which totalled
   $27,663 and $40,390 for the years ended December 31, 1995 and 1994,
   respectively.  Additionally, the Company incurred expenses of approximately
   $32,000 and $65,000 in 1995 and 1994, respectively for consulting services
   rendered by GRC.

   On March 6, 1995, GRC and the Company entered into an agreement with The
   Sidney Company for management and consulting services for a two year period
   ending March 5, 1997.  During this time, the Company will pay The Sidney
   Company management fees and reimburse related expenses.  Such fees and
   expenses approximated $108,000 for the year ended December 31, 1995.

   In addition to this management agreement, The Sidney Company had an
   exclusive option to purchase all or a portion of the Company's stock from
   GRC.  This option to purchase the Company expired on March 6, 1996 and has
   not been renewed.


4. INVENTORIES

   Inventories consist of the following:

                                                1995            1994
                                                ----            ----
   Raw materials                             $  498,600      $  387,307
   Work in process                              200,552         321,632
   Finished goods                             1,692,195       1,781,562
                                             ----------      ----------
   Total                                     $2,391,347      $2,490,501
                                             ----------      ----------
                                             ----------      ----------

                                        - 17 -

<PAGE>

5. PROPERTY AND EQUIPMENT

   Property and equipment consist of the following:

                                                1995            1994
                                                ----            ----
   Land                                     $    36,000      $    36,000
   Buildings and building improvements          634,507          634,507
   Leasehold improvements                       482,329          482,329
   Machinery and equipment                   10,262,707       11,931,116
   Furniture and fixtures                       848,809          635,332
   Automobiles and trucks                        94,273          112,796
   Construction in progress                      71,638          111,778
                                            -----------      -----------
   Total                                     12,430,263       13,943,858
   Less accumulated depreciation and
     amortization                            10,254,573       10,389,448
                                            -----------      -----------

   Property and equipment - net             $ 2,175,690      $ 3,554,410
                                            -----------      -----------
                                            -----------      -----------

   Cost of $1,543,236 and accumulated amortization of $609,076 at December 31,
   1994 for machinery and equipment held under capital leases are included in
   the above amounts.

6. OTHER ASSETS

   Other assets consist of the following:

                                                1995            1994
                                                ----            ----
   Goodwill (net of accumulated
     amortization of $386,925
     and $246,225, respectively)             $4,562,925      $4,703,625

   Notes and other receivables
     (net of collection allowance
     of $40,000)                                147,209              --

   Other                                        205,662          88,005
                                             ----------      ----------

   Total                                     $4,915,796      $4,791,630
                                             ----------      ----------
                                             ----------      ----------

                                        - 18 -

<PAGE>

7. DEBT AND CAPITAL LEASE OBLIGATIONS

   Debt and capital lease obligations consist of the following:

   <TABLE>
   <CAPTION>
                                                         1995         1994
                                                       --------     ----------
   <S>                                                 <C>          <C>
   Revolving line of credit                          $ 2,644,649    $2,324,727

   Secured term loan agreement with
    Mellon Bank dated February 15,
    1995 of $3,000,000; interest 
    payable monthly at prime rate 
    plus 2%; 84 monthly principal
    payments of $35,714; expiration
    date of February 15, 2002                          2,235,860         --

   Secured term loan agreement with
    PNC of $4,000,000; interest 
    payable monthly at prime rate plus
    2.75%; 59 monthly principal
    payments of $47,619; expiration
    date of August 31, 1997                                  --     1,571,428

   Subordinated, unsecured note
    payable to GRC due August 31, 1997;
    interest at prime rate plus 3%                            --       750,000

   Capital lease obligation due January
    1999 payable in 84 equal monthly
    installments of $17,258 based on
    an annual interest rate of 11.5%;
    collateralized by certain machinery                       --       672,312

   Five year term note due March 1996
    and payable in monthly installments
    of $3,594 based on an annual interest
    rate of 3%; collateralized by a first
    lien on certain equipment                             10,727        49,381

   Five year term notes due March 1996
    and payable in monthly installments
    of $626 - $629 based on an annual
    interest rate of 4%; secured by
    certain real estate                                   29,643        43,408

   Capital lease with PNC due March 1997
    and payable in monthly installments
    of $612 based on an annual interest
    rate of 17.5%; collateralized by
    certain machinery                                          --       13,579
                                                      ------------  -----------
    Total                                                4,920,879   5,424,835

    Less current portion                                 3,098,199   2,209,701
                                                      ------------  -----------
    Long-term debt and capital lease 
     obligations                                        $1,822,680  $3,215,134
                                                   ------------  -----------
                                                   ------------  -----------

</TABLE>

                                      - 19 -

<PAGE>

   At December 31, 1995 and 1994, the revolving credit and term loan 
   facilities  were secured by accounts receivable, equipment, fixtures, 
   inventory and  intangibles.  The revolving credit and term loan facilities 
   include a number  of financial covenants, including restrictions on 
   dividends and capital  expenditures and required minimum levels to be 
   achieved for items such as  tangible net worth, current ratio, working 
   capital and net income. At  December 31, 1995, the Company was not in 
   compliance with certain of the  existing loan covenants; however, on 
   September 30, 1996, Mellon Bank  retroactively amended the covenants as of 
   December 31, 1995 and for each  month thereafter through August 31, 1996 
   such that the Company was in  compliance with the amended and restated 
   covenants.  Additionally, covenants  were revised from September 30, 1996 
   through the duration of the loan  agreement.  As partial consideration for 
   modifying the covenants, GRC must  provide a cash flow support agreement 
   to Mellon Bank by November 30, 1996  which would result in the provision 
   of standby letters of credit by GRC to  Mellon Bank in an amount equal to 
   any cash flow losses incurred by the  Company commencing with the five 
   month period ending December 31, 1996 and  continuing quarterly thereafter.

   The revolving credit agreement in place at December 31, 1995 provided for 
   borrowings not to exceed the lesser of $5,000,000 or the sum of 85% of  
   eligible accounts receivable and 50% of eligible inventory subject to  
   certain limitations.  Maximum borrowings under the line of credit in place 
   at December 31, 1994 could not exceed the lesser of $5,000,000 of the sum 
   of certain percentages of accounts receivable and inventory.  Maximum  
   availability under the lines of credit had been reduced to approximately  
   $4,240,000 and $4,184,000 at December 31, 1995 and 1994, respectively,  
   pending resolution of the contingency described in Note 11 and the lease  
   situation described in Note 2.  At December 31, 1995 and 1994, the Company 
   had remaining availability under the lines of credit (prior to 
   consideration  of bank overdrafts - see below) of approximately $1,595,000 
   and $1,859,000, respectively.  


   Interest on the revolving lines of credit 
   was at prime plus 1.5% and 2.5% at December 31, 1995 and 1994, 
   respectively.  The effective rates of interest were 10% and 11% at 
   December 31, 1995 and 1994, respectively.

   The Company's cash management arrangement with its bank provides that the 
   line of credit be used to fund disbursements as Company checks are 
   presented by payees for payment.  Accordingly, at any point in time, the 
   Company has a bank overdraft to the extent of then outstanding checks.  At 
   December 31, 1995 and 1994, bank overdrafts were $624,547 and    $552,247, 
   respectively.  The December 31, 1994 bank overdraft in the amount of 
   $552,247 was reclassified and the current portion of debt and   capital 
   lease obligations reduced by a like amount to present the balance sheet on 
   a basis comparable to that as of December 31, 1995.

   On February 15, 1995, the Company satisfied the PNC secured term loan 
   agreement, the subordinated note payable to GRC and the PNC capital lease 
   obligation with proceeds from a term note with Mellon Bank in the amount 
   of $3,000,000.  There was no gain or loss associated with the 
   extinguishment of the debt.  The current portion of debt at December 31, 
   1994 was determined based on the refinancing. 

   In addition to the required principal payments under the secured term loan 
   agreement with Mellon Bank, the Company must prepay an amount equal to 50% 
   of its excess cash flow defined as the excess of net income plus noncash 
   charges 

                                 - 20 -

<PAGE>

   over capital expenditures, capital lease payments and principal repayments 
   on debt.  As discussed in Note 1, the Company sold certain commercial 
   printing  equipment in 1995.  The excess of the proceeds over the capital 
   lease obligation  associated with the equipment, in the amount of 
   $407,000, was utilized to make a prepayment on the Mellon term note. There 
   were no other prepayment requirements related to 1995.

   The aggregate maturities of debt for the years subsequent to December 31, 
   1995 are as follows:

   <TABLE>

   <S>                                                       <C>
    1996                                                     $3,098,199
    1997                                                        443,329
    1998                                                        429,195
    1999                                                        428,568
    2000                                                        428,568
    Thereafter                                                   93,020
                                                             ----------

    Total                                                    $4,920,879
                                                             -----------
                                                           -----------
   </TABLE>


8. OPERATING LEASES

   The Company leases equipment and real estate under various operating 
   leases. Facilities rent and operating lease expense as of December 31, 
   1995 and 1994  totalled $454,242 and $459,553, respectively.  As of 
   December 31, 1995, future minimum rental payments under non-cancelable 
   operating leases are as follows:

   <TABLE>
   <S>                                                        <C>
   1996                                                       $124,711
   1997                                                         89,130
   1998                                                         70,573
   1999                                                         10,200
   2000                                                          5,950
                                                              --------
   Total                                                      $300,564
                                                           ---------
                                                           ---------
   </TABLE>

   The Company is also responsible for utilities and real estate taxes on 
   the majority of leased real estate. Expenses for real estate taxes and 
   utilities amounted to approximately $279,000 and $298,000 in 1995 and 
   1994, respectively.  As discussed in Note 2, the lease at the Bridgeville 
   manufacturing and office facilities was modified during the Company's 
   Chapter 11 plan of reorganization and as such the Company does not have a 
   long-term commitment for lease payments for the buildings.

                                           - 21 -


<PAGE>

9. INCOME TAXES

   The components of the income tax provision (benefit) are as follows:


   <TABLE>
   <CAPTION>
                                                  1995               1994
                                                 -------            -------
   <S>                                           <C>                <C>

   Current income tax provision:
      Federal                                    $110,250            $142,370
      State                                         7,065              80,891
                                             ------------          ----------
   Total                                          117,315            223,261
                                             ------------          ----------

   Deferred income tax provision 
    (benefit):
      Federal                                     (236,171)            71,411
      State                                        (55,032)            (6,600)
                                             -------------        ----------- 

   Total                                          (291,203)            64,811
                                             -------------        ----------- 
   Total provision (benefit)                     $(173,888)          $288,072
                                             -------------        ----------- 
                                             -------------        ----------- 
   </TABLE>


   The Company's federal tax provision has been computed as if the Company 
   were on a stand alone basis. Included in the calculation of the current 
   Federal provision is the utilization of $272,000 in Federal operating loss 
   carryforwards for the year ended December 31, 1994.  State net operating 
   loss carryforwards of $324,000 were utilized in the calculation of the 
   1995 state income tax provision.

   Net current deferred tax assets amounted to $295,008 and $389,803 at 
   December 31, 1995 and 1994, respectively.

   Net noncurrent deferred tax liabilities consist of:

   <TABLE>
   <CAPTION>
                                                    1995              1994
                                               ------------        -----------
   <S>                                         <C>                 <C>
   Noncurrent deferred tax liability             $  40,909          $ 426,907
   Noncurrent deferred tax assets 
    (net of $17,800 and $55,200 
    valuation allowance, respectively)                 --                --
                                               ------------        -----------

   Net noncurrent deferred tax
     liabilities                                  $  40,909         $ 426,907
                                               ------------        -----------
                                               ------------        -----------

   </TABLE>

   The Company has approximately $178,000 of Pennsylvania operating loss 
   carryforwards which may be utilized in 1996 and 1997.  A valuation 
   allowance of $17,800 has been established relative to this state net 
   operating loss due to the short time frame in which it may be utilized and 
   the uncertainty regarding the ability of the Company to utilize the loss 
   carryforward.

   The portion of the payable to the parent company in lieu of federal taxes 
   at December 31, 1995 and 1994 which is not permitted to be paid in the 
   next year (in accordance with provision of the Mellon loan agreement) is 
   classified as a long-term liability.

                                      - 22 -

<PAGE>

10. STOCKHOLDER'S EQUITY


    Interform's common stock structure at December 31, 1995 and 1994 was as 
    follows:

    Class A - $10 par value, voting, 20,000 shares authorized, 13,546 shares 
    issued and outstanding;

    Class B - $1 par value, non-voting, 3,386.5 shares authorized, issued and 
    outstanding.


11. COMMITMENTS AND CONTINGENCIES

    A former officer of the Company filed a demand for arbitration under 
    provisions of an employment agreement seeking payments as severance 
    compensation, insurance and reimbursement for expenses.  The Company 
    denied any liability with respect to this matter; however, the 
    arbitrators found in favor of the former officer in August 1993 and 
    awarded approximately $656,000, part of which was immediately payable 
    with the balance due over the life of the former employment agreement.  
    The Company accrued the present value of the obligation of approximately 
    $637,000 as of December 31, 1993.  As the Company did not satisfy the 
    terms of the arbitration award, the former officer obtained a judgment 
    and garnished certain bank and customer accounts of Interform 
    Corporation.  This combined with other factors explained in Note 2 
    resulted in the Company seeking protection under Chapter 11 of the 
    Federal Bankruptcy Code in 1994.

    Despite various objections to Interform's Chapter 11 case by the former 
    officer, the presiding bankruptcy judge entered an order under which this 
    award was reduced to one year of salary and benefits or $155,160. Based 
    on this ruling, the Company reflected a discharge of indebtedness of 
    $481,840 which served to reduce reorganization and other expenses as 
    disclosed at Note 2.  The former officer appealed the ruling asserting 
    that the Company sought protection under Chapter 11 only to limit his 
    claim.  Appeals were filed with the United States District Court; 
    however, in September 1995 the presiding judge affirmed the bankruptcy 
    court's decision to limit the claim to $155,160.  The former officer 
    appealed to the Third Circuit Court of Appeals which on September 25, 
    1996 affirmed the September 1995 decision of the United States District 
    Court.  The only remaining potential level of appeal is to the United 
    States Supreme Court the likelihood of which the Company's legal counsel 
    feels would be remote.

    The Company is a defendant in other business lawsuits.  It is not 
    possible to predict the outcome of the actions.  In the opinion of 
    management, however, the disposition of these matters will not have a 
    material effect on the Company's financial position.

    In March 1996, the Company acquired machinery at a cost of approximately 
    $660,000.  The Company obtained an eight year $622,000 term loan from 
    American Capital Resources, Inc. with interest at approximately 10.5%.

    At December 31, 1995 approximately 45% of the Company's labor force was 
    covered by collective bargaining agreements with no strike provisions.  
    There are separate agreements for the Bridgeville and Lock Haven  
    manufacturing facilities which expire on May 31 and March 31, 1998, 
    respectively. 

                               - 23 -


<PAGE>



                                           
                                     EXHIBIT 99.2

                 CHAMPION INDUSTRIES, INC. AND INTERFORM CORPORATION
                                           
                Proforma Consolidated Financial Statements (Unaudited)
                                           
                                           
    On December 31, 1996, Champion Industries, Inc. (Champion) acquired all 
of the outstanding common stock of Interform Corporation (Interform) in 
exchange for cash of $2,500,000.

The following pro forma consolidated balance sheet as of July 31, 1996, and 
the pro forma consolidated income statements for the nine months ended July 
31, 1996, and for the year ended October 31, 1995, give effect to the 
acquisition of 100% of the outstanding common shares of Interform by Champion 
as if the acquisition had occurred at the beginning of each period presented. 
 The pro forma information is based on the historical financial statements of 
Champion as of July 31, 1996, and for the nine months then ended, and for the 
year ended October 31, 1995. The pro forma information is based on the 
historical financial statements of Interform as of September 30, 1996, and 
for the nine months then ended, and for the year ended December 31, 1995.  
This transaction has been accounted for under the purchase method of 
accounting.

On June 30, 1996, Champion acquired all of the outstanding common stock of 
Smith & Butterfield Co., Inc. in  exchange for 66,666 shares (83,333 shares 
after giving effect to the January 27, 1997, stock split) of Champion common 
stock with an estimated fair value of $1,200,000. The pro forma information 
for the nine months ended July 31, 1996, and for the year ended October 31, 
1995, gives effect to this transaction under the purchase method of 
accounting as if the acquisition had occurred at the beginning of each period 
presented.

On November 13, 1995, Champion acquired all of the outstanding common stock 
of Donihe Graphics, Inc. in exchange for cash of $950,000 and 66,768 shares 
(104,325 shares after giving effect to the January 27, 1997, and January 22, 
1996, stock splits) of Champion's common stock with an estimated fair value 
of $1,500,000. The pro forma information for the year ended October 31, 1995, 
gives effect to this transaction under the purchase method of accounting as 
if the acquisition had occurred on November 1, 1994.

The pro forma consolidated financial statements have been prepared by 
Champion management based upon the audited financial statements of Interform, 
included elsewhere herein, and the audited financial statements of Donihe 
Graphics, Inc. and Smith & Butterfield Co., Inc. included in previously filed 
1934 Act filings, and the unaudited historical interim financial statements 
provided by Interform and Smith & Butterfield management. These pro forma 
consolidated financial statements may not be indicative of the results that 
actually would have occurred if the combinations had been in effect on the 
dates indicated or which may be obtained in the future. The pro forma  
consolidated financial statements should be read in conjunction with the 
audited financial statements and notes of Champion included in Form 10-K for 
the year ended October 31, 1995, and not included herein, and the audited 
financial statements and notes of Interform for the year ended December 31, 
1995, included elsewhere herein. 


                                     -24-
<PAGE>

                 CHAMPION INDUSTRIES, INC. AND INTERFORM CORPORATION
                    Pro Forma Condensed Balance Sheet (Unaudited)
                                           

<TABLE>
<CAPTION>
                                       Champion                 Interform                                 Pro Forma
                                    Industries, Inc.           Corporation                 Pro Forma     Consolidated
                                     July 31, 1996          September 30, 1996    Note    Adjustments    July 31, 1996
                                    ---------------         ------------------    ----    -----------    -------------
<S>                                 <C>                     <C>                   <C>     <C>            <C>
Current assets:            
  Cash                                 $1,992,336                    $7,000                                $1,999,336
  Accounts receivable                   9,165,009                 5,147,000                                14,312,009
  Inventories                           7,075,583                 2,154,000                                 9,229,583  
  Other current assets                    580,348                    75,000                                   655,348  
  Deferred income tax assets              272,657                   332,000                                   604,657  
                                    ----------------------------------------------------------------------------------
                                                          
Total current assets                   19,085,933                 7,715,000                                26,800,933  
                                    ----------------------------------------------------------------------------------

Property and equipment, at cost:
  Land                                    647,340                    92,211        1         (92,211)         647,340
  Building & improvements               3,123,824                   459,989        1        (459,989)       3,123,824  
  Machinery & equipment                12,846,644                12,175,403        1     (12,175,403)      17,885,644  
                                                                                   1       5,039,000
  Equipment under capital lease         1,698,990                         -                                 1,698,990
  Furniture & fixtures                  1,295,960                   258,728        1        (258,728)       1,415,960
                                                                                   1                          120,000
  Vehicles                              1,000,356                    21,083        1         (21,083)       1,000,356
                                    ----------------------------------------------------------------------------------

                                       20,613,114                13,007,414               (7,848,414)      25,772,114
    Less accumulated 
      depreciation                     (8,444,248)              (10,485,414)       1      10,485,414       (8,444,248)
                                    ----------------------------------------------------------------------------------

                                       12,168,866                 2,522,000                2,637,000       17,327,866
                                    ----------------------------------------------------------------------------------
                                                          
Cash surrender value                      430,907                         -                                   430,907
Assets held for sale                                                               1         300,000          300,000
Goodwill                                2,250,023                 4,457,000        4      (4,457,000)       2,364,023
                                                                                   4         114,000
Other assets                              263,967                   162,000        4        (150,000)         275,967
                                    ----------------------------------------------------------------------------------
                                                          
                                        2,944,897                 4,619,000               (4,193,000)       3,370,897
                                    ----------------------------------------------------------------------------------
                                                          
                                      $34,199,696               $14,856,000              $(1,556,000)     $47,499,696
                                    ----------------------------------------------------------------------------------
                                    ----------------------------------------------------------------------------------
</TABLE>


       See notes to the pro forma unaudited consolidated financial statements. 

                                     -25-
<PAGE>


                 CHAMPION INDUSTRIES, INC. AND INTERFORM CORPORATION
                    Pro Forma Condensed Balance Sheet (Unaudited)
                                           
<TABLE>
<CAPTION>
                                       Champion                 Interform                                 Pro Forma
                                    Industries, Inc.           Corporation                 Pro Forma     Consolidated
                                     July 31, 1996          September 30,1996     Note    Adjustments    July 31, 1996
                                    ---------------         ------------------    ----    -----------    -------------
<S>                                 <C>                     <C>                   <C>     <C>            <C>
Current  liabilities:                                
  Notes payable                       $ 1,131,000               $ 3,747,000        2        3,747,000     $ 1,131,000
  Accounts payable                      1,126,933                 1,187,000                                 2,313,933
  Accrued payroll                       1,182,361                         -                                 1,182,361
  Taxes accrued & withheld                263,353                         -                                   263,353
  Accrued income taxes                    734,427                    14,000                                   748,427
  Accrued expenses                        522,235                 2,011,000                                 2,533,235
  Current portion of long-term
    debt: 
      Notes payable                       781,563                   493,000        2         (507,000)      1,781,563
      Capital leases                      430,627                         -                                   430,627
                                    ----------------------------------------------------------------------------------
                                                      
Total current liabilities               6,172,499                 7,452,000                 3,240,000      10,384,499
                                                      
Long-term debt, net of current
portion:                                              
  Notes payable                         2,601,157                 2,167,000        2       (2,500,000)     10,508,157
                                                                                   2       (3,240,000) 
  Capital leases                        1,184,490                         -                                 1,184,490
Deferred income tax liabilities         1,490,941                     6,000        3       (1,175,000)      2,671,941
Deferred gain                             340,203                         -                                   340,203
                                    ----------------------------------------------------------------------------------

Total liabilities                      11,789,290                 9,625,000                (3,675,000)     25,089,290
                                    ----------------------------------------------------------------------------------
                                                    
Shareholders' equity:                               
  Common stock                          6,483,926                   139,000         1         139,000       6,483,926
  Additional paid-in capital            9,342,075                11,701,000         1      11,701,000       9,342,075
  Retained earnings                     6,584,405                (6,609,000)     1,2,3,4   (6,609,000)      6,584,405
                                    ----------------------------------------------------------------------------------

Total shareholders' equity             22,410,406                 5,231,000                 5,231,000      22,410,406
                                    ----------------------------------------------------------------------------------
                                                    
                                      $34,199,696               $14,856,000               $ 1,556,000     $47,499,696
                                    ----------------------------------------------------------------------------------
                                    ----------------------------------------------------------------------------------
</TABLE>
                                           
       See notes to the pro forma unaudited consolidated financial statements.

                                      -26-

<PAGE>

                 CHAMPION INDUSTRIES, INC. AND INTERFORM CORPORATION
                   Pro Forma Condensed Income Statement (Unaudited)

<TABLE>
<CAPTION>                                                                                                       Pro Forma
                                Champion                                 Interform                             Consolidated
                            Industries, Inc.   Smith & Butterfield      Corporation                             Nine months
                           Nine months ended    Eight months ended   Nine months ended            Pro Forma         ended
                             July 31, 1996         June 30, 1996     September 30, 1996   Note   Adjustments   July 31, 1996
                           -----------------   -------------------   ------------------   ----   -----------   -------------
<S>                        <C>                 <C>                   <C>                  <C>    <C>           <C>
Revenues:  
  Printing                    $30,699,386          $    -                $26,072,000              $    -        $56,771,386
  Office products & 
    office furniture           11,967,586           3,354,655                   -                      -         15,322,241
                           -------------------------------------------------------------------------------------------------

    Total revenues             42,666,972           3,354,655             26,072,000                   -         72,093,627
                           -------------------------------------------------------------------------------------------------
Cost of sales:                
  Printing                     20,734,624               -                 17,436,000                   -         38,170,624
  Office products & 
    office furniture            7,628,119           2,362,766                   -                      -          9,990,885
                           -------------------------------------------------------------------------------------------------
                              
    Total cost of sales        28,362,743           2,362,766             17,436,000                   -         48,161,509
                           -------------------------------------------------------------------------------------------------
                              
Selling, general &
  administrative expenses      10,387,747           1,032,717              8,524,000       5,7     (316,691)     20,261,155
                           -------------------------------------------------------------------------------------------------
    
Income (loss) from 
operations                      3,916,482             (40,828)               112,000               (316,691)      3,670,963
                           -------------------------------------------------------------------------------------------------

Other income (expenses):      
  Interest income                  13,463                -                      -                      -             13,463
  Interest expense               (260,758)            (28,496)              (452,000)       6      (122,000)       (863,254)
  Other                           130,491               4,476               (209,000)      10       (34,641)       (108,674)
                           -------------------------------------------------------------------------------------------------
                              
                                 (116,804)            (24,020)              (661,000)              (156,641)       (958,465)
                           -------------------------------------------------------------------------------------------------
Income (loss) before 
income taxes                    3,799,678             (64,848)              (549,000)              (473,332)      2,712,498

  Income (taxes) benefit       (1,558,000)              2,796                135,000        8       174,000      (1,246,204)
                           -------------------------------------------------------------------------------------------------
                              
Net income (loss)             $ 2,241,678         $   (62,052)            $ (414,000)             $(299,332)    $ 1,466,294
                           -------------------------------------------------------------------------------------------------
                           -------------------------------------------------------------------------------------------------
                              
Earnings per share (9)              $0.28                                                                             $0.18
                           -------------------------------------------------------------------------------------------------
                           -------------------------------------------------------------------------------------------------

Weighted average shares
  outstanding (9)               8,062,700                                                            74,073       8,136,773
                           -------------------------------------------------------------------------------------------------
                           -------------------------------------------------------------------------------------------------
</TABLE>
                                         
     See notes to the pro forma unaudited consolidated financial statements.
                                          

                                      -27-
<PAGE>
               CHAMPION INDUSTRIES, INC. AND INTERFORM CORPORATION
                 Pro Forma Condensed Income Statement (Unaudited)
                                         
<TABLE>
<CAPTION>

                       Champion            Donihe             Smith &            Interform                            Pro Forma
                    Industries,Inc.    Graphics, Inc.       Butterfield         Corporation                          Consolidated
                      Year Ended         Year Ended          Year Ended         Year Ended             Pro Forma      Year Ended
                   October 31, 1995  September 30, 1995  September 30, 1995  December 31, 1995  Note  Adjustments  October 31, 1995
                   ----------------  ------------------  ------------------  -----------------  ----  -----------  ----------------
<S>                <C>               <C>                 <C>                 <C>                <C>   <C>          <C>
Revenues:    
  Printing           $ 30,269,131       $ 6,484,150          $         -        $ 32,907,352           $        -    $ 69,660,633
  Office products
    & office 
    furniture          14,532,229                 -            5,105,683                   -                    -      19,637,912
                   ----------------------------------------------------------------------------------------------------------------

  Total revenues       44,801,360         6,484,150            5,105,683          32,907,352                    -      89,298,545
                   ----------------------------------------------------------------------------------------------------------------

Cost of sales:    
  Printing             18,971,767         5,319,795                    -          24,094,860                    -      48,386,422
  Office products
    & office 
    furniture           9,670,370                 -            3,687,521                   -      7        33,436      13,391,327
                   ----------------------------------------------------------------------------------------------------------------
                                                    
Total cost of 
  sales                28,642,137         5,319,795            3,687,521          24,094,860               33,436      61,777,749
                   ----------------------------------------------------------------------------------------------------------------
         
Selling, general &
 administrative
  expenses             11,162,197         1,355,012            1,581,692           8,764,065      5,7     429,878      23,292,844
                   ----------------------------------------------------------------------------------------------------------------
                                                    
Income from 
 operations             4,997,026          (190,657)            (163,530)             48,427             (463,314)      4,227,952
                   ----------------------------------------------------------------------------------------------------------------

Other income (expenses): 
  Interest income          10,705            30,553                    -               1,557                    -          42,815
  Interest expense       (185,255)          (39,936)             (45,531)           (619,004)       6    (225,078)     (1,114,804)
  Other                   113,505           107,793                5,598              82,661       10     (34,641)        274,916
                   ----------------------------------------------------------------------------------------------------------------
                          (61,045)           98,410              (39,933)           (534,786)            (259,719)       (797,073)
                   ----------------------------------------------------------------------------------------------------------------
         
Income before 
 income taxes           4,935,981           (92,247)            (203,463)           (486,359)            (723,033)      3,430,879
Income taxes           (1,995,000)             (600)                (154)            173,888        8     281,120      (1,540,746)
                   ----------------------------------------------------------------------------------------------------------------

Net income           $  2,940,981       $   (92,847)         $  (203,617)       $   (312,471)          $ (441,913)   $  1,890,133
                   ----------------------------------------------------------------------------------------------------------------
                   ----------------------------------------------------------------------------------------------------------------
             
Earnings per 
 share (9)           $       0.37                 -                    -                    -                        $       0.23
                   ----------------------------------------------------------------------------------------------------------------
                   ----------------------------------------------------------------------------------------------------------------
Weighted average 
 shares 
 outstanding (9)        7,898,941                 -                    -                    -             187,658       8,086,599
                   ----------------------------------------------------------------------------------------------------------------
                   ----------------------------------------------------------------------------------------------------------------

</TABLE>

      See notes to the pro forma unaudited consolidated financial statements 

                                      -28-
<PAGE>


               CHAMPION INDUSTRIES, INC. AND INTERFORM CORPORATION
       Notes to the Pro forma Consolidated Financial Statements (Unaudited)
                                         


(1)  Under purchase accounting, Interform's assets and liabilities are
     required to be adjusted to their estimated fair values. The fair
     values have been established through independent appraisals. However, 
     these values are preliminary and were based on the pre-acquisition assets
     and liabilities. Champion cannot be sure that such estimated fair values
     represent the fair values that will ultimately be determined at the
     acquisition date. The following are the pro forma adjustments made 
     to reflect Interform's assets and liabilities at fair value as of  
     September 30, 1996:

                                                Interform
                                Estimated       Historical        Estimated
                                Fair Value        Values         Adjustments
                                ----------      ----------       -----------
   
Land                                     0          92,211          (92,211)
Buildings and Improvements               0         459,989         (459,989)
Machinery and Equipment          5,039,000      12,175,403       (7,136,403)
Furniture and Fixtures             120,000         258,728         (138,728)
Vehicles                                 0          21,083          (21,083)
Assets held for sale               300,000                          300,000
Less: accumulated depreciation           0     (10,485,414)      10,485,414
                                ---------------------------------------------
                                 5,459,000       2,522,000        2,937,000
                                ---------------------------------------------
                                ---------------------------------------------
 
Common stock                             0         139,000         (139,000)
Additional paid-in capital               0      11,701,000      (11,701,000)
Accumulated deficit                      0      (6,609,000)       6,609,000
                                ---------------------------------------------
                                         0       5,231,000       (5,231,000)
                                ---------------------------------------------
                                ---------------------------------------------


(2) To record the additional financing of $2,500,000 and to properly
    reflect the estimated current portion of long term debt.

(3) To record the estimated deferred income tax liability related to the
    net write-up of the fixed assets.

         Net write-up of fixed assets       2,937,000
         Income tax rate                          40% 
                                            ---------
         Deferred income tax liability      1,175,000 
                                            ---------
                                            ---------


                                    -29-

<PAGE>


(4) To eliminate previously recorded goodwill of Interform and record the
    excess purchase price over the fair value of the assets acquired
    (goodwill).


         Interform net assets at September 30, 1996     $ 5,231,000
         Net write-up of fixed assets                     2,937,000
         Deferred income tax liability                   (1,175,000)
         Write-off of existing goodwill and
             loan financing costs                        (4,607,000)
                                                         ----------
         Interform adjusted net assets                    2,386,000
         Preliminary purchase price                      (2,500,000)
                                                        -----------
         Goodwill                                       $   114,000
                                                        -----------
                                                        -----------
 
 
(5)  To amortize $114,000 goodwill of Interform and $808,000 goodwill of 
     Smith & Butterfield over a life of 25 years using the straight-line 
     method.

(6)  To record the interest expense related to financing the acquisition of
     Interform for 1996 and 1995 and Donihe for 1995.

(7)  To record depreciation on the adjusted basis of the fixed assets
     acquired of Donihe, Smith & Butterfield, and Interform over the
     remaining estimated useful life of the respective assets.

(8)  To record the income tax effect of the pro forma adjustments.

(9)  All shares outstanding and per share amounts included in the pro forma
     financial information have been adjusted to reflect the 5-for-4 stock
     split effective January 27, 1997.

(10) To record the effect of abandoning certain leases of Smith &
     Butterfield at acquisition.

                                      -30-



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