UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 30, 1998
ENNIS BUSINESS FORMS, INC.
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(Exact name of registrant as specified in its charter)
TEXAS 1-5807 75-0256410
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(State or other Jurisdiction (Commission (I. R. S. Employer
of incorporation) File Number) Identification No.)
107 N. Sherman Street, Ennis, Texas 75119
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(Address of principal executive offices, including zip code)
(972) 872-3100
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(Registrant's telephone number, including area code)
Item 5. Other Events
On July 31, 1998, the Company announced changes in its
Board of Directors and a repurchase of shares. Mr. Pat G.
Sorrells resigned from the Board of Directors July 30, 1998.
Mr. Sorrells indicated to the Board that his decision to
resign was made in order to pursue personal interests. Mr.
Sorrells' 300,000 shares of Ennis Business Forms, Inc. stock
were acquired by mutual agreement with Mr. Sorrells on July
31, 1998, pursuant to Board authorization, at a purchase price
of $3,300,000.
Mr. Ronald M. Graham, Vice President - Human Resources and
Secretary was elected by the Board to fill the vacancy left by
Mr. Sorrells' resignation. The Board also elected Mr. Joe
Bouldin, General Manager of the Company's largest
manufacturing facility, which is located in Ennis, Texas, as a
Director to fill the vacancy created by the retirement of Mr.
Nelson Ward, former President, Chief Operating Officer and
Director on July 23, 1998. Both Mr. Bouldin and Mr. Graham
are expected to serve as Directors on an interim basis until
the Board can complete a search for other qualified
individuals to fill these Board positions on a permanent
basis.
The Company also announced appointments to fill the
offices of President and Treasurer. Mr. Keith S. Walters was
appointed as President in addition to his role as Chief
Executive Officer and Chairman. Mr. Walters succeeds Mr.
Nelson Ward as president, following Mr. Ward's retirement.
The Board also appointed Harve Cathey as acting Chief
Financial Officer and Treasurer.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated July 31, 1998 - Ennis Business
Forms, Inc. announces changes in Directors and
repurchase of shares
99.2 Press Release dated July 31, 1998 - Ennis Business
Forms, Inc. announces appointments of President and
Treasurer
99.3 Agreement dated July 30, 1998 between Ennis Business
Forms,Inc., a Texas Corporation, and Pat G. Sorrells,
a resident of Kingsland, Texas
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ENNIS BUSINESS FORMS, INC.
Dated: August 4, 1998 By: /s/ Harve Cathey
Printed Name: Harve Cathey
Title: Treasurer
EXHIBIT 99.1
FOR IMMEDIATE RELEASE FOR ADDITIONAL INFORMATION
CONTACT: Keith S. Walters, CEO
(800) 752-5386
Ennis, Texas, July 31, 1998
ENNIS BUSINESS FORMS, INC. ANNOUNCES CHANGES IN DIRECTORS AND REPURCHASE OF
SHARES
Keith S. Walters, Chairman, President and CEO of Ennis Business Forms,
Inc. (NYSE: EBF), announced today that Mr. Pat G. Sorrells had resigned
from the Board of Directors. Mr. Sorrells indicated to the Board that his
decision to resign was made in order to pursue personal interests. The
Board authorized the Company to purchase the 300,000 shares of Ennis
Business Forms, Inc. stock which Mr. Sorrells owned and desired to sell to
the Company. The shares were acquired today at a purchase price of
$3,300,000.
To fill the vacancy left by Mr. Sorrells' resignation, the Board
elected Mr. Ronald M. Graham, Vice President - Human Resources and
Secretary as a Director. The Board also elected Mr. Joe Bouldin, General
Manager of the Company's largest manufacturing facility which is located in
Ennis, Texas as a Director to fill the vacancy created by the retirement of
Mr. Nelson Ward, former President, Chief Operating Officer and Director on
July 23, 1998. Both Mr. Bouldin and Mr. Graham are expected to serve as
Directors on an interim basis until the Board can complete a search for
other qualified individuals to fill these Board positions on a permanent
basis.
(over)
Ennis Business Forms, Inc. is among the largest wholesale custom
business forms and related business products suppliers in the United
States. Headquartered in Ennis, Texas, the Company has 16 production
facilities in 11 states strategically located to serve Ennis' national
network of distributors. The Company offers an extensive product line,
from simple stock forms to more complex forms, laser-cut sheets, tags,
labels, presentation folders, commercial printing, advertising specialties
and screen-printed products that can be custom designed to meet customers'
needs.
-30-
EXHIBIT 99.2
FOR IMMEDIATE RELEASE FOR ADDITIONAL INFORMATION
CONTACT: Keith S. Walters, CEO
(800) 752-5386
Ennis, Texas, July 31, 1998
ENNIS BUSINESS FORMS, INC. ANNOUNCES APPOINTMENTS OF PRESIDENT AND
TREASURER
The Board of Directors of Ennis Business Forms, Inc. (NYSE: EBF),
announced today that Keith S. Walters has been appointed as President in
addition to his present role as Chief Executive Officer and Chairman.
This appointment fills the vacancy created by the retirement of Nelson
Ward, who had served the Company as President since 1996.
The Board also announced the appointment of Harve Cathey as acting
Chief Financial Officer and Treasurer. Mr. Cathey previously served as
Chief Financial Officer, Secretary and Treasurer from 1983 until 1996 and
most recently has served as Corporate Controller.
Ennis Business Forms, Inc. is among the largest wholesale custom
business forms and related business products suppliers in the United
States. Headquartered in Ennis, Texas, the company has 16 production
facilities in 11 states strategically located to serve Ennis' national
network of distributors. The Company offers an extensive product line,
from simple stock forms to more complex forms, laser-cut sheets, tags,
labels, presentation folders, commercial printing, advertising specialties
and screen-printed products that can be custom designed to meet customers'
needs.
-30-
EXHIBIT 99.3
AGREEMENT
THIS AGREEMENT, dated and effective as of July 30, 1998, between Ennis
Business Forms, Inc., a Texas corporation (the "Company"), and Pat G.
Sorrells, a resident of Kingsland, Texas ("Sorrells").
The parties hereby agree as follows:
1. Purchase of Shares. Contemporaneously with the execution
of this Agreement, the Company shall purchase from Sorrells, and Sorrells
shall sell to the Company, 300,000 shares (the "Shares") of Common
Stock of the Company, $2.50 par value (the "Common Stock"), at a purchase
price of $11.00 per Share ($3,300,000 in the aggregate). Sorrells hereby
represents and warrants that he owns all of the Shares beneficially and
of record, free and clear of any lien, adverse claim, pledge or encumbrance.
2. Resignation. As of the date hereof, Sorrells hereby resigns as a
director of the Company and from all other offices and other positions with
the Company.
3. Termination of Agreements. As of the date hereof, any and all
agreements between the Company and Sorrells are hereby terminated, and,
except as provided herein, the Company shall have no further obligation or
liability to Sorrells.
4. Waiver and Release of Claims. Sorrells, on behalf of himself and
his respective heirs, executors, administrators, agents or personal
representatives hereby waives and releases the Company and its officers,
directors, employees, shareholders, subsidiaries, agents, representatives,
successors and assigns from any and all claims, actions, causes of action,
rights, judgments, losses, liabilities and demands of any kind and nature,
known or unknown, contingent, direct or indirect, as of the date of this
Agreement. Sorrells, on behalf of himself and his respective heirs,
executors, administrators, agents or personal representatives, covenants
and promises not to sue or otherwise pursue legal action against the
Company in the future.
5. Non-Disparagement. Sorrells promises and agrees that he shall
not damage, or attempt to damage, the business reputation or goodwill of
the Company.
6. Binding Effect. This Agreement shall inure to the benefit of and
be enforceable by the parties and their respective successors, heirs,
representatives and assigns.
7. No Waiver; Entire Agreement. No provision of this Agreement may
be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by Sorrells and the Company.
No waiver by any party at any time of any breach by any other party of, or
compliance with, any condition or provision of this Agreement to be
performed by such party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by any party which
are not expressly set forth in this Agreement.
8. Headings. Section headings are used herein for convenience of
reference only and shall not affect the meaning of any provision of this
Agreement.
9. Governing Law. The laws of the State of Texas shall govern the
validity, construction, enforcement and interpretation of this Agreement.
10. Severability. The covenants and agreements contained herein are
separate and independent. If any provision of this Agreement is held to be
invalid, illegal or unenforceable, the other provisions of this Agreement
shall not be affected or impaired thereby and shall remain in full force
and effect; provided, however, that if any such provision may be made
enforceable by limitation thereof, then such provision shall be deemed to
be so limited and shall be enforceable to the maximum extent permitted by
applicable law.
11. Mediation/Arbitration/Legal Fees. If any dispute arises among
the parties with respect to this Agreement, then the parties shall submit
such dispute to mediation before a mediator in accordance with the
mediation rules of Dallas County, Texas. If the parties are unable to
resolve the dispute through mediation, they shall then submit the dispute
to binding arbitration pursuant to the rules and regulations of the
American Arbitration Association (the "AAA"). The parties agree that if
arbitration becomes necessary, they will utilize and comply with all
available rules of the AAA for expediting such arbitration. The site of
the arbitration will be the City of Dallas, Dallas County, Texas, and will
commence as soon as possible but in no event later than thirty (30) days
after a party files for arbitration. In the event of any action to enforce
or interpret this Agreement, the prevailing party therein shall be entitled
to recover all reasonable costs and expenses incurred, including reasonable
attorneys' fees.
12. Voluntary Execution of Agreement. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf
of the parties hereto. Sorrells acknowledges that he has read this
Agreement, he has been represented in the preparation, negotiation and
execution of this Agreement by legal counsel of his choice or has
voluntarily declined to seek such counsel, he understands the terms and
consequences of this Agreement and the release which it contains, and he is
fully aware of the legal and binding effect of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
ENNIS BUSINESS FORMS, INC.
By: /s/ Harve Cathey
Name: Harve Cathey
Title: Treasurer
/s/ Pat G. Sorrells
Pat G. Sorrells
