SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 30, 1998
GRAPHIC CONTROLS CORPORATION
(Exact name of registrant as specified in its charter)
New York 0-2349 16-0834173
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
189 Van Rensselaer Street, P.O. Box 1271, Buffalo, NY
(Address of principal executive offices) (zip code)
(716) 853-7500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
On October 30, 1998, stockholders of Graphic Holdings, Inc.
("Graphic Holdings"), the parent company of Graphic Controls Corporation
(the "Company"), closed their previously announced sale of Graphic
Holdings' stock to a wholly-owned subsidiary of Tyco Group S.a.r.l., a
subsidiary of Tyco International Ltd. The Company's $75 million of 12%
Senior Subordinated Notes due 2005 remained outstanding on the acquisition
date. Noteholders have the right to put their Notes to the Company at a
price of 101% during a certain period following a change of control.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 20 Press Release
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
GRAPHIC CONTROLS CORPORATION
Date: November 2, 1998 By: /s/ Anthony W. Borowicz
--------------------------------
Name: Anthony W. Borowicz
Title: Vice President - Finance
<PAGE>
Exhibit Index
Sequential Page
Exhibit No. Description of Exhibit Number
Exhibit 20 Press Release
FOR IMMEDIATE RELEASE CONTACT:
J. Brad McGee
Tyco International (US) Inc.
Senior Vice President
(603) 778-9700
TYCO INTERNATIONAL COMPLETES ACQUISITION OF
GRAPHIC CONTROLS CORPORATION
Hamilton, Bermuda, November 2, 1998 - Tyco International Ltd.
(NYSE-TYC, LSE-TYI, BSX- TYC) (Tyco), a diversified manufacturing and
service company, announced today that it has completed the previously
announced acquisition of Graphic Controls Corporation from Bessemer
Holdings, L.P., its affiliates, and members of Graphic Controls'
management.
As announced on September 22, 1998, Tyco agreed to purchase Graphic
Controls, a leading designer, manufacturer, marketer and distributor of
disposable medical products, for approximately $460 million in cash
including the assumption of certain outstanding debt. Graphic Controls will
be integrated with Ludlow Technical Products within the Tyco Healthcare
Group.
"Graphic Controls is an excellent addition to the Tyco Healthcare
Group. Its product lines are complementary to our current line of
disposable medical products," said L. Dennis Kozlowski, Tyco's Chairman and
Chief Executive Officer. "This acquisition will result in an immediate
positive impact on our earnings."
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer and installer of fire
protection systems, the largest provider of electronic security services,
the largest manufacturer of flow control valves, and has strong leadership
positions in disposable medical products, plastics and adhesives,
electrical and electronic components, and underwater telecommunications
systems. The company operates in more than 80 countries around the world
and has expected fiscal 1999 revenues in excess of $16 billion.
FORWARD LOOKING INFORMATION
Certain statements in this release are "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
All forward looking statements involve risks and uncertainties. In
particular, any statements contained herein regarding the consummation and
benefits of future acquisitions, as well as expectations with respect to
future sales, operating efficiencies and product expansion, are subject to
known and unknown risks, uncertainties and contingencies, many of which are
beyond the control of the Company, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performance or achievements. Factors that might affect such forward looking
statements include, among other things, overall economic and business
conditions, the demand for the Company's goods and services, competitive
factors in the industries in which the Company competes, changes in
government regulation and the timing, impact and other uncertainties of
future acquisitions.
