<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
----------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENT THERETO
FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 3)
SCHAWK, INC.
----------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $.008 PAR VALUE
----------------------------------------------------------------------------
(Title of Class of Securities)
806373-10-6
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(CUSIP Number)
John T. McEnroe, Esq.
Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street Chicago, IL 60601
(312) 609-7885
----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Various
- ----------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ]
(CONTINUED ON NEXT PAGE)
(PAGE 1 OF 15 PAGES)
<PAGE> 2
13D
CUSIP NO.806373-10-6 PAGE 2 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clarence W. Schawk
S.S. ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 11,005,899 (including 84,810 shares
REPORTING PERSON WITH subject to options presently
exercisable or exercisable
within 60 days)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
12,183,197 (including 84,810 shares
subject to options presently
exercisable or exercisable
within 60 days)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,005,899 (including 84,810 shares subject to options
presently exercisable or exercisable within 60 days)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.3%
14 TYPE OF REPORTING PERSON*
IN
<PAGE> 3
13D
CUSIP NO.806373-10-6 PAGE 3 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Schawk
S.S. ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 1,657,118 (includes 93,060 shares
PERSON WITH subject to options presently
exercisable or exercisable
within 60 days)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER 1,565,445
(includes 93,060 shares
subject to options presently
exercisable or exercisable
within 60 days)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,657,118 (includes 93,060 shares subject to options
presently exercisable or exercisable within 60 days)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON*
IN
<PAGE> 4
13D
CUSIP NO.806373-10-6 PAGE 4 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cathy Ann Schawk
S.S. ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 1,086,552 shares
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
797,052 shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,086,552 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE> 5
13D
CUSIP NO.806373-10-6 PAGE 5 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Alex Sarkisian
S.S. ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 1,315,105 (including 45,826 shares
PERSON WITH subject to options presently
exercisable or exercisable
within 60 days)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER 849,328
shares (including 45,826
shares subject to options
presently exercisable or
exercisable within 60 days)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,315,105 shares (including 45,826 shares subject to options
presently exercisable or exercisable within 60 days)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE> 6
13D
CUSIP NO.806373-10-6 PAGE 6 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SGK Investments Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
9,649,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,649,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE> 7
13D
CUSIP NO.806373-10-6 PAGE 7 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clarence W. Schawk and Marilyn G. Schawk Family Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 428,890
REPORTING PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
428,890
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,890
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14 TYPE OF REPORTING PERSON*
OO
<PAGE> 8
INTRODUCTION
This Amendment No. 3 ("Amendment No. 3") is being filed with the
Securities and Exchange Commission (the "Commission") to amend the Schedule 13D
filed with the Commission on September 29, 1992, as amended by Amendment No. 1
("Amendment No. 1") and Amendment No. 2 ("Amendment No. 2") to such Schedule
13D filed with the Commission on December 2, 1994 and January 18, 1995,
respectively. The original Schedule 13D was filed on behalf of a Delaware
corporation previously known as Schawk, Inc. ("Old Schawk"), Clarence W.
Schawk, a controlling stockholder of Old Schawk, David A. Schawk, the son of
Clarence W. Schawk and a controlling stockholder of Old Schawk, and certain
directors and executive officers of Old Schawk with respect to the Class A
Common Stock of Filtertek, Inc. ("Filtertek"). Amendment No. 1 related to the
proposed merger (the "Merger") of Old Schawk and certain of its affiliated
corporations with and into Filtertek, Inc. ("Filtertek") with Filtertek
surviving. The terms of the proposed Merger and information with respect to
the meeting of stockholders of Filtertek held December 23, 1994, for the
purpose of approving the Merger and certain related matters were set forth in
the Proxy Statement dated November 23, 1994 (the "Proxy Statement") of
Filtertek and the Amended and Restated Agreement and Plan of Reorganization
(including the Amended and Restated Plan of Merger attached thereto) dated
November 23, 1994 (the "Merger Agreements"), copies of which are included as
exhibits to Amendment No. 1. Amendment No. 2 was filed to set forth the 5% or
greater beneficial ownership of Filtertek after giving effect to the Merger,
which was effective as of the close of business on December 30, 1994. Upon the
Merger, the name of Filtertek was changed to Schawk, Inc. ("Schawk" or "the
Company").
The purpose of this Amendment No. 3 is to: (i) reflect the changes in
beneficial ownership since the filing of Amendment No. 2; (ii) include SGK
Investments Limited Partnership (the "Schawk Family Partnership") and the
Clarence W. and Marilyn G. Schawk Family Foundation (the "Schawk Family
Foundation") as additional Reporting Persons; and (iii) terminate the filing
status of Judith Lynn Gallo and Lisa Beth Stearns as Reporting Persons.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Class A Common Stock, par value
$.008 per share, of Schawk, Inc. The principal executive offices of the
Company are located at Schawk, Inc., 1695 River Road, Des Plaines, Illinois
60018.
PAGE 8 OF 15 PAGES
<PAGE> 9
ITEM 2. IDENTITY AND BACKGROUND.
1. (a) Clarence W. Schawk
(b) Business Address:
1695 River Road
Des Plaines, Illinois 60018
(c) Principal Occupation:
Chairman of the Board
Schawk, Inc.
1695 River Road
Des Plaines, Illinois 60018
(d) See Paragraph 8 below
(e) See Paragraph 8 below
(f) United States
2. (a) David A. Schawk
(b) Business Address:
1695 River Road
Des Plaines, Illinois 60018
(c) Principal Occupation:
Chief Executive Officer and President
Schawk, Inc.
1695 River Road
Des Plaines, Illinois 60018
(d) See Paragraph 8 below
(e) See Paragraph 8 below
(f) United States
3. (a) Cathy Ann Schawk
(b) Business Address:
1695 River Road
Des Plaines, Illinois 60018
(c) Principal Occupation:
(d) See Paragraph 8 below
(e) See Paragraph 8 below
(f) United States
4. (a) A. Alex Sarkisian
(b) Business Address:
1695 River Road
Des Plaines, Illinois 60018
PAGE 9 OF 15 PAGES
<PAGE> 10
(c) Principal Occupation:
Executive Vice President - Finance, Chief
Financial Officer and Corporate Secretary
Schawk, Inc.
1695 River Road
Des Plaines, Illinois 60018
(d) See Paragraph 8 below
(e) See Paragraph 8 below
(f) United States
5. The SGK Investments Limited Partnership (the "Schawk
Family Partnership"), a Delaware limited partnership, is a family investment
limited partnership with its principal office located at Route 1, Box 361B,
Fontana, Wisconsin. The managing general partner of the Schawk Family
Partnership is Clarence W. Schawk. For information regarding Clarence W.
Schawk, see Paragraph 1 above.
6. The Clarence W. and Marilyn G. Schawk Family
Foundation (the "Schawk Family Foundation") is a charitable trust governed
under the laws of Illinois with its principal office located at 1695 River
Road, Des Plaines, Illinois 60018. The trustees of the Schawk Family
Foundation are Clarence W. Schawk and Marilyn G. Schawk. For information
regarding Clarence W. and Marilyn G. Schawk, see Paragraph 1 and 7,
respectively.
7. (a) Marilyn G. Schawk
(b) Business Address:
1695 River Road
Des Plaines, Illinois 60018
(c) Principal Occupation:
(d) See Paragraph 8 below
(e) See Paragraph 8 below
(f) United States
8. During the last five years none of the Reporting
Persons has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors); nor has any of the aforementioned
Reporting Persons, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The purchase of Class A Common Stock by Reporting Persons since the
Merger have been made with personal funds, except that the shares acquired by
the Schawk Family Partnership were received from or on behalf of the Reporting
Persons or members of Clarence W. Schawk's immediate family in exchange for
limited partnership units in the Schawk Family Partnership and
PAGE 10 OF 15 PAGES
<PAGE> 11
the shares held by the Schawk Family Foundation were transferred from Clarence
W. Schawk and Marilyn G. Schawk as a gift.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchase of the Class A Common Stock in conjunction
with the Merger is as set forth in Amendment No. 1. The purpose of the
additional purchases of Class A Common Stock since the Merger by the Reporting
Persons was for additional investment in the Company or related to the
formation of the Schawk Family Partnership or the Schawk Family Foundation as
set forth in Item 3 above.
Except as set forth in this Item 4, or elsewhere in this Amendment No.
3, none of the Reporting Persons have any present plans or proposals that
relate to or would involve: (i) the acquisition by any person of additional
securities of Schawk or the disposition of securities of Schawk, except for
purchases pursuant to the Company's dividend reinvestment plan, employee stock
purchase plan, in the open market for a personal account or as set forth in the
Form S-2 Registration Statement filed by Company with the Commission
(Registration No. 333-39113) with respect to an offering of up to 3,450,000
shares of Class A Common Stock by the Company and certain selling shareholders
(the "Registration Statement"); (ii) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving Schawk or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of Schawk
or any of its subsidiaries; (iv) any change in the present Board of Directors
or management of Schawk, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the Board, except as
set forth in the Registration Statement; (v) any material change in the present
capitalization or dividend policy of Schawk, except as set forth in the
Registration Statement; (vi) any other material change in Schawk's business or
corporate structure; (vii) changes in Schawk's certificate of incorporation,
regulations or instruments corresponding thereto or other actions which may
impede the acquisition of control of Schawk by any person; (viii) causing a
class of securities of Schawk to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (ix) a class of equity
securities of Schawk becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x)
any action similar to any of those enumerated above.
The Reporting Persons reserve the right to determine in the future to
change the purpose or purposes described above.
PAGE 11 OF 15 PAGES
<PAGE> 12
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) The aggregate number and percentage of shares of Class A
Common Stock of the Company beneficially owned by each of the Reporting Persons
are as follows:
<TABLE>
<CAPTION>
PERCENT OF CLASS
AMOUNT OF BENEFICIAL OUTSTANDING AS OF
NAME OF BENEFICIAL OWNER OWNERSHIP (1) SEPTEMBER 30, 1997
- ------------------------ -------------------- --------------------
<S> <C> <C>
Clarence W. Schawk 11,005,899(2) 55.3%
David A. Schawk 1,657,118(3) 8.3
Cathy Ann Schawk 1,086,552(4) 5.5
A. Alex Sarkisian 1,315,105(5)(6) 6.6
SGK Investments Limited 9,649,000(7) 48.7
Partnership
Clarence W. and Marilyn G. Schawk 428,890 2.2
Family Foundation
</TABLE>
- -----------------
(1) Unless otherwise indicated, beneficial ownership is direct and the
person indicated has sole voting and investment power.
(2) Includes currently exercisable options to purchase 84,810 shares;
601,110 shares held directly by Mr. Schawk's wife; 428,890 shares held
by the Schawk Family Foundation and 8,471,702 shares held by the
Schawk Family Partnership, with respect to which Clarence W. Schawk
or his wife has voting power. Clarence W. Schawk is the managing
general partner of the Schawk Family Partnership and has investment
power with respect to all of the 9,649,000 shares of Class A Common
Stock held by the Schawk Family Partnership. Does not include
1,178,000 shares held by the Schawk Family Partnership for which
Clarence W. Schawk does not have voting power, shares beneficially
owned by Clarence W. Schawk's son David A. Schawk, or shares
beneficially owned by Clarence W. Schawk's daughters Cathy Ann Schawk,
Judith Lynn Gallo and Lisa Beth Sterns, or held in family trusts for
the benefit of certain of his grandchildren. Clarence W. Schawk does
not share voting power over shares of the Company held by or on behalf
of his children or grandchildren.
(3) Includes currently exercisable options to purchase 93,060 shares and
91,673 shares held by the Schawk Family Partnership with
respect to which David A. Schawk has voting power. David A. Schawk is
a general partner of the Schawk Family Partnership. Does not include
shares beneficially owned by David A. Schawk's father, Clarence W.
Schawk, or shares beneficially owned by or held in family trusts for
the benefit of David A. Schawk's sisters, Cathy Ann Schawk, Judith
Lynn Gallo and Lisa Beth Stearns, and certain of Clarence W. Schawk's
grandchildren. Includes 475 shares held in joint tenancy and as
custodian for minors gifted to David A. Schawk's friends.
(4) Includes 289,500 shares held by the Schawk Family Partnership with
respect to which Ms. Schawk has voting power.
(5) Includes currently exercisable options to purchase 45,826 shares.
(6) Includes 800,649 shares held by various Schawk Family trusts for the
benefit of certain of Clarence W. Schawk's grandchildren, and 465,777
shares held by the Schawk Family Partnership with respect to which Mr.
Sarkisian has voting power as trustee for Clarence W. Schawk's
grandchildren.
(7) Represents investment power only. Voting power with respect to these
shares is held by the limited partners. See notes 2, 3, 4 and 6 above
and Item 6.
(b) Each of the Reporting Persons has the sole power to vote and
to dispose of the shares referred to in Item 5(a), unless otherwise indicated
therein.
PAGE 12 OF 15 PAGES
<PAGE> 13
(c) To the best knowledge of the Reporting Persons, except as
reported herein, there has been no transaction in the Class A Common Stock of
the Company effected during the past sixty (60) days by the persons named in
response to Item 5(a), except for de minimis purchases made by Clarence W.
Schawk, David A. Schawk and A. Alex Sarkisian pursuant to the Company's
employee stock purchase plan in September and October 1997.
(d) To the best knowledge of the Reporting Persons, no other
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities referred in
Item 5(a).
(e) Judith Lynn Gallo and Lisa Beth Stearns terminated their
filing status in June 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Schawk Family Partnership is a family investment limited
partnership organized under Delaware law. The Schawk Family Partnership holds
9,649,000 shares or 48.7% of the outstanding Class A Common Stock. The limited
partnership agreement of the Schawk Family Partnership provides that the sole
dispositive power with respect to the Class A Common Stock is held by the
managing general partner, Clarence W. Schawk. Voting power with respect to the
Class A Common Stock is held by the limited partners to the extent of their
contribution of Class A Common Stock upon formation of the Schawk Family
Partnership. The number of shares contributed by each partner and the
corresponding percentage of the Class A Common Stock held in the Schawk Family
Partnership are as follows:
<TABLE>
<CAPTION>
PERCENT OF CLASS A
SHARES OF CLASS A COMMON STOCK
NAME COMMON STOCK CONTRIBUTED CONTRIBUTED
---- ------------------------ -----------
<S> <C> <C>
Clarence W. Schawk 8,471,702 87.8%
David A. Schawk 91,673 1.0
Cathy Ann Schawk 289,500 3.0
Judith Lynn Schawk 156,000 1.6
Lisa Beth Stearns 174,348 1.8
A. Alex Sarkisian, as trustee 465,777 4.8
---------- -----
Total 9,649,000 100.0%
</TABLE>
PAGE 13 OF 15 PAGES
<PAGE> 14
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement Regarding Joint Filing
PAGE 14 OF 15 PAGES
<PAGE> 15
SCHEDULE 13D
CUSIP NO. 806373-10-6 PAGE 14 OF 15 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
11/6/97
-------------------------------------------------
(Date)
/s/ Clarence W. Schawk (Signature)
-------------------------------------------------
Clarence W. Schawk (Name and Title)
11/6/97
-------------------------------------------------
(Date)
/s/ David A. Schawk (Signature)
-------------------------------------------------
David A. Schawk (Name and Title)
11/6/97
-------------------------------------------------
(Date)
/s/ Cathy Ann Schawk (Signature)
-------------------------------------------------
Cathy Ann Schawk (Name and Title)
11/6/97
-------------------------------------------------
(Date)
/s/ A. Alex Sarkisian (Signature)
-------------------------------------------------
A. Alex Sarkisian (Name and Title)
11/6/97
-------------------------------------------------
(Date)
11/6/97
-------------------------------------------------
(Date)
SGK Investments Limited Partnership
By: /s/ Clarence W. Schawk
--------------------------------------------
(Signature)
Clarence W. Schawk, Managing General Partner
--------------------------------------------
(Name and Title)
<PAGE> 16
PAGE 15 OF 15 PAGES
11/6/97
-------------------------------------------------
(Date)
Clarence W. and Marilyn G. Schawk Family Foundation
By: /s/ Clarence W. Schawk
--------------------------------------------
(Signature)
Clarence W. Schawk, Trustee
--------------------------------------------
(Name and Title)
<PAGE> 17
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
The undersigned, Clarence W. Schawk, David A. Schawk, Cathy Ann
Schawk, A. Alex Sarkisian, SGK Investments Limited Partnership, a Delaware
limited partnership, and Clarence W. and Marilyn G. Schawk Family Foundation, a
charitable trust under the laws of Illinois, hereby agree and acknowledge that
the statement containing the information required by Schedule 13D, to which
this Agreement is attached as an exhibit, is filed on behalf of each of them.
The undersigned further agree that any amendments or supplements thereto shall
also be filed on behalf of each of them.
Dated: November 6, 1997
/s/ Clarence W. Schawk
- ----------------------------
Clarence W. Schawk
/s/ David A. Schawk
- ----------------------------
David A. Schawk
/s/ Cathy Ann Schawk
- ----------------------------
Cathy Ann Schawk
/s/ A. Alex Sarkisian
- ----------------------------
A. Alex Sarkisian
SGK INVESTMENTS LIMITED PARTNERSHIP
By: /s/ Clarence W. Schawk
-----------------------------------
Clarence W. Schawk, General Partner
CLARENCE W. AND MARILYN G. SCHAWK FAMILY FOUNDATION
By: /s/ Clarence W. Schawk
-----------------------------------
Clarence W. Schawk, Trustee
By: /s/ Marilyn G. Schawk
-----------------------------------
Marilyn G. Schawk, Trustee
