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
MARCH 17, 1999
Date of report (Date of earliest event reported)
1-09335
(Commission File Number)
SCHAWK, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
36-2545354
(I.R.S. Employer Identification No.)
1695 RIVER ROAD
DES PLAINES, IL
(Address of principal executive office)
60018
(Zip Code)
847/827-9494
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
------------
On March 17, 1999, Registrant announced it increased its offer to buy Wace
Group PLC ("Wace") and that the Wace Board of Directors had recommended to its
shareholders to accept Registrant's increased offer. Further details of this
announcement are contained in the press release of the Registrant dated
March 17, 1999 and attached hereto as Exhibit 99.1.
ITEM 7(C). EXHIBITS
--------
Exhibit 99.1 Press release dated March 17, 1999.
Exhibit 99.2 Amendment No. 1 to Credit Agreement dated March 15, 1999 by
and between Schawk, Inc. and The First National Bank of
Chicago.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and 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.
(Registrant)
Date: March 18, 1999 By: /s/ John T. McEnroe
-------------- ------------------------------------
John T. McEnroe
Assistant Secretary
3
<PAGE>
EXHIBIT INDEX
EXHIBIT
- -------
99.1 Press release dated March 17, 1999.
99.2 Amendment No. 1 to Credit Agreement dated March 15, 1999 by and
between Schawk, Inc. and The First National Bank of Chicago.
4
EXHIBIT 99.1
------------
NEWS
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION:
AT SCHAWK, INC.:
JAMES J. PATTERSON
SR. VP AND CFO,
847-827-9494
[email protected]
AT THE FINANCIAL RELATIONS BOARD:
NORHA LEE JACK COTTO LAURA KUHLMANN
GENERAL INQUIRES ANALYST INQUIRIES MEDIA INQUIRIES
312-640-6689 312-640-6755 312-640-6727
SCHAWK, INC. ANNOUNCES INCREASED OFFER
TO ACQUIRE WACE GROUP PLC;
WACE BOARD OF DIRECTORS RECOMMENDS ITS SHAREHOLDERS ACCEPT SCHAWK'S
INCREASED OFFER
DES PLAINES, IL, - MARCH 17, 1999-SCHAWK, INC. (NYSE: SGK), North America's
leading digital imaging services company for consumer products, today announced
it increased its offer to buy Wace Group PLC, the largest European based
international provider of high-quality imaging services for the advertising,
promotional and consumer products packaging markets.
The total consideration of the increased offer is US $167 million in cash and
notes for 100 percent of the outstanding common and preferred stock of Wace. The
new offer is 80 pence per share for all of Wace's ordinary shares. Schawk
purchased 5,075,000 ordinary shares of Wace in the open market since
January 28th. Wace's Board of Directors has recommended to its shareholders that
they accept Schawk's offer.
Commenting on the increased offer, David A. Schawk, president and chief
executive officer of Schawk, stated, "Since our offer on January 28th, we have
met with the U.S. and European management of Wace. As a result of these
meetings, we are more optimistic about the future prospects of a combined
entity. We continue to believe that this transaction will allow the combined
company to achieve operating efficiencies and will strategically position Schawk
for enhanced growth and profitability. Our track record as a top flight
operating company in the graphics arts industry give us confidence that we will
be able to successfully integrate Wace into our existing
<PAGE>
operations. We are also looking forward to working with the talented management
and employees of Wace. We are committed to increase value for our shareholders,
clients and employees."
"Wace has a premier client base, both in North America and Europe, and generates
over US $200 million in annual revenues from continuing operations. In addition,
over 60 percent of its annual revenue is generated in the U.S. The combined
company would be the largest U.S. supplier of high-end graphics services to the
consumer products packaging market and to the advertising and promotional
markets," concluded Schawk.
Derek Ashley, chief executive officer of Wace, commented, "We are pleased that
Schawk has recognized the value of Wace through their increased offer. Our Board
of Directors recommends that our shareholders accept Schawk's increased offer.
The Wace management team is very excited to work with the Schawk organization."
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.
Wace Group PLC, the largest European based graphic imaging business, provides a
wide range of high-quality imaging services including digital imaging,
animation, digital photographic services, outsourced image management and
integrated media management. Its clients are predominately advertising agencies
and multinational corporations. Wace Group provides its services throughout
Europe and the U.S.
Any statement contained herein regarding Schawk, Inc.'s expectations for future
revenue and profit growth, and business acquisitions constitute forward-looking
statements within the meaning of the U.S. securities laws and are subject to the
safe harbor created thereby. Although the company believes that the expectations
reflected herein are reasonable, it can give no assurance that such expectations
will prove to be correct.
SCHAWK, INC. CAN BE REACHED ON THE INTERNET AT HTTP://WWW.SCHAWK.COM
FOR MORE INFORMATION REGARDING SCHAWK, INC., FREE OF CHARGE,
DIAL 1-800-PRO-INFO AND ENTER "SGK."
# # #
2
EXHIBIT 99.2
------------
AMENDMENT NO. 1
to
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (the "Amendment") is made as
of March 15, 1999 by and among SCHAWK, INC. (the "Borrower"), the financial
institutions listed on the signature pages hereof (the "Lenders") and THE FIRST
NATIONAL BANK OF CHICAGO, in its individual capacity as a Lender and in its
capacity as contractual representative (the "Agent") under that certain Credit
Agreement dated as of January 23, 1999 by and among the Borrower, the financial
institutions party thereto and the Agent (the "Credit Agreement"). Defined terms
used herein and not otherwise defined herein shall have the meaning given to
them in the Credit Agreement.
WITNESSETH
WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit
Agreement; and
WHEREAS, the Borrower, the Lenders and the Agent have agreed to amend the
Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms
and conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
have agreed to the following amendment to the Credit Agreement:
1. Amendment to the Credit Agreement. Effective as of March 15, 1999 and
subject to the satisfaction of the condition precedent set forth in Section 2
below, the Credit Agreement is hereby amended as follows:
1.1 Section 5.1 of the Credit Agreement is hereby amended (i) to
delete the phrase "(x) with respect to Loans in an amount up to $110,000,000
made hereunder to fund the Stock Acquisition pursuant to the Tender Offer, the
Borrower has furnished to the Agent evidence reasonably satisfactory to the
Agent that the total cash consideration paid for the Capital Stock of the Target
and purchased by the Borrower and its Subsidiaries pursuant to the Tender Offer
shall not exceed $110,000,000 in the aggregate; and (y) with respect to all
other Loans and Letters of Credit" now appearing therein, and to substitute the
following therefor: "with respect to all Loans other than Loans made hereunder
to fund the Stock Acquisition pursuant to the Tender Offer"; and (ii) to delete
paragraph (11) thereof in its entirety and to renumber the remaining paragraphs
accordingly.
<PAGE>
2. Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the condition precedent that the Agent shall have received the
following documents:
(a) duly executed originals of this Amendment from each of the
Borrower, the Lenders and the Agent.
3. Representations and Warranties of the Borrower. The Borrower hereby
represents and warrants as follows:
(a) This Amendment and the Credit Agreement as previously
executed and as amended hereby, constitute legal, valid and binding
obligations of the Borrower and are enforceable against the Borrower in
accordance with their terms.
(b) Upon the effectiveness of this Amendment and after giving
effect hereto, (i) the Borrower hereby reaffirms all covenants,
representations and warranties made in the Credit Agreement as amended
hereby, and agrees that all such covenants, representations and warranties
shall be deemed to have been remade as of the effective date of this
Amendment and (ii) no Default or Unmatured Default has occurred and is
continuing.
4. Reference to the Effect on the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after
the date hereof, each reference in the Credit Agreement or in any other
Loan Document (including any reference therein to "this Credit Agreement,"
"hereunder," "hereof," "herein" or words of like import referring
thereto) shall mean and be a reference to the Credit Agreement as amended
hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect,
and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Agent or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection
therewith.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ., BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE OF
ILLINOIS.
6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
2
<PAGE>
7. Counterparts. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written.
SCHAWK, INC., as Borrower
By:/s/ James J. Patterson
----------------------------------------
Name: James J. Patterson
Title: Sr. Vice President & CFO
THE FIRST NATIONAL BANK OF CHICAGO,
as Agent, as Swing Line Lender, or Issuing
Bank as Alternate Currency Bank and as a
Lender
By: /s/ Richard T. Bedell
---------------------------------------
Name: Richard T. Bedell
Title: Vice President
Signature Page to Amendment No. 1
3
