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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
DECEMBER 19, 1996
Date of Report
(Date of earliest event reported)
SCHAWK, INC.
(Exact name of Registrant
as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
1-9335
(Commission File Number(s))
36-2545354
(I.R.S. Employer Identification No.)
1695 RIVER ROAD
DES PLAINES, ILLINOIS
(Address of principal executive office)
60018
(Zip Code)
847/827-9494
(Registrant's telephone number, including area code)
Page 1 of 6
Exhibit Index appears on page 4.
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ITEM 5. OTHER EVENTS
The Registrant has announced that it has entered into a definitive
agreement to sell its Plastics Group to ESCO Electronic Corporation (NYSE:
ESE) for approximately $92 million in cash plus working capital adjustments.
The transaction is expected to close within 60 days, subject to certain
contingencies including due diligence and regulatory approvals. Further
details of this development are contained in the press release of the
Registrant dated December 19, 1996 and attached hereto as Exhibit A.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SCHAWK, INC.
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(Registrant)
/s/ David A. Schawk
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President, Chief Executive Officer and Director
/s/ Marie Meisenbach Graul
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Chief Financial Officer, Treasurer, Public Information Officer and Director
/s/ Dennis D. Wilson
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Director of Financial Reporting and Chief Accounting Officer
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EXHIBIT INDEX
EXHIBIT A. Registrant's Press Release December 19, 1996 Pages 5 and 6
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EXHIBIT A.
[SHAWK LOGO]
NEWS FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION, PLEASE CONTACT:
MARIE MEISENBACH GRAUL, CHIEF FINANCIAL OFFICER 847/827-9494,
OR JACK MODZELEWSKI, FLEISHMAN HILLARD 312/751-8878
SCHAWK, INC. ANNOUNCES AGREEMENT TO SELL ITS
PLASTICS GROUP TO ESCO ELECTRONICS CORPORATION
DES PLAINES, IL. (December 19, 1996) -- Schawk, Inc. (NYSE: SGK) announced
today it has entered into a definitive agreement to sell its Plastics Group to
ESCO Electronics Corporation (NYSE: ESE) for approximately $92 million in cash
plus working capital adjustments. The transaction is expected to close within
60 days, subject to certain contingencies including due diligence and
regulatory approvals.
David A. Schawk, Chief Executive Officer of Schawk, Inc. said, "The
divestiture of our Plastics Group is consistent with the strategy we
articulated at our 1996 annual stockholders meeting, which is to sharpen our
focus on our core imaging products and services businesses." Mr. Schawk
continued, "It will allow us to concentrate our time, capital, technology and
human resources entirely on our core business, imaging and information
technology. It will also enable us to reduce debt and strengthen our balance
sheet, further grow our imaging and technology business through selective
acquisitions, and enhance shareholder value."
The transaction is expected to be accretive based on projected 1997 net
income. Schawk said it will take a charge from the sale of its discontinued
Plastics Group of $33 million, or $1.65 per share, which includes the estimated
tax liabilities, in connection with the sale. In 1995, Schawk's Plastics Group
had approximately $75 million in sales.
During 1996, Schawk completed the acquisition of three privately held
companies in the imaging products and services market to enhance its leadership
position as a supplier of sophisticated global imaging products for
multinational clients.
Schawk, Inc., headquartered in suburban Chicago, is a leading global
supplier of electronic digitized high resolution color imaging, database
management and on-site facility management, as well as related prepress and
digital archiving and distribution services. Schawk provides advanced
technology services for the food, beverage and consumer products packaging,
point of sale and advertising markets. Schawk also provides digital art
production and design services. Upon closing the transaction, Schawk will have
approximately 850 employees at its 11 North American facilities. In 1995,
Schawk reported net sales of $172.3 million.
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EXHIBIT A. (CONTINUED)
Schawk acquired the core of its Plastics business in September 1992 when
it purchased a majority interest in Filtertek, Inc. In late 1994, Filtertek
was merged with Schawk and Schawk, Inc. became one NYSE-traded company.
Earlier this year the company divested a unit of its Plastics Group, Plastic
Molded Concepts, in a management buyout.
ESCO Electronics Corporation is a diversified manufacturer of defense and
commercial systems and products sold to customers worldwide. ESCO reported
1996 net sales of $438.5 million for the fiscal year ended September 30, 1996.
ESCO said the Plastics Group will continue to operate at its current
locations as Filtertek, Inc. under the existing management team after the
transaction closes. Ronald J. Kay will remain President of the unit, which has
approximately 1,025 employees at its facilities in northern Illinois,
California, Puerto Rico, France and Ireland.
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