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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NUMBER 333-10991
PROSPECTUS
53,830 SHARES
GRAPHIC INDUSTRIES, INC.
COMMON STOCK
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This prospectus relates to 53,830 shares (the "Shares") of common stock,
$.10 par value ("Common Stock"), of Graphic Industries, Inc. (the "Company").
The Shares may be offered by certain shareholders of the Company (the "Selling
Shareholders") from time to time in transactions in the open market, in
negotiated transactions or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the Shares for whom such broker-dealers
may act as agents or to whom they sell as principals, or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). See "Sale of the Shares."
The Selling Shareholders acquired the Shares from the Company on May 31,
1996, in connection with the Company's acquisition of a company owned by the
Selling Shareholders. Included in the Shares covered by this Prospectus are
16,149 Shares of Common Stock issued into escrow in connection with this
acquisition. See "Recent Development." The Selling Shareholders may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"). See "Selling Shareholders" and "Sale of the
Shares."
None of the proceeds from the sale of the Shares by the Selling Shareholders
will be received by the Company. The Company has agreed to bear all expenses
(other than selling commissions) in connection with the registration and sale
of the Shares being offered by the Selling Shareholders, and the Company and
the Selling Shareholders have agreed to indemnify each other against certain
liabilities, including liabilities under the Securities Act.
The Common Stock is listed on the Nasdaq National Market System. On
September 6, 1996, the last reported sale price of the Common Stock of the
Company reported on the Nasdaq National Market System was $8.75 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is September 9 , 1996.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement"), of which this Prospectus forms a part, covering the Shares to be
sold pursuant to this offering.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information, exhibits and undertakings contained in the
Registration Statement. Such additional information, exhibits and undertakings
can be inspected at and obtained from the Commission as set forth below. For
additional information regarding the Company, the Common Stock and related
matters and documents, reference is made to the Registration Statement and
exhibits thereto.
Certain documents previously filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Prospectus. See "Incorporation of
Certain Documents by Reference." Copies of any documents incorporated herein
by reference, other than exhibits to such documents unless they are
specifically incorporated by reference therein, are available without charge
to any person to whom a Prospectus is delivered upon request to the Secretary,
Graphic Industries, Inc., 2155 Monroe Drive, N.E., Atlanta, Georgia 30324
(telephone: (404) 874-3327).
The Company is subject to the informational and reporting requirements of
the Exchange Act, and accordingly files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed with the Commission, as well as the Registration Statement,
are available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 and at certain regional offices of the
Commission located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates.
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THE COMPANY
The Company engages in all aspects of financial and corporate printing,
reprographic services, commercial printing, direct mail printing and other
graphic communications. It ranks approximately 17th in sales among commercial
printing firms in North America. The Company's competitive position has been
strengthened in recent years by its substantial capital investments in
advanced equipment, including computerized multicolor presses, prepress
equipment and laser scanners for color separations.
The Company has expanded its printing and graphic arts services and its
markets through a continuous program of acquisitions of established companies
in its industry and through internal growth and development. Since its
incorporation in 1970, the Company has grown from a regionally based business
with six operating companies to a network of 15 commercial printing companies
and a reprographics division with operations in the major U.S. market regions
of the Southeast, Northeast, Midwest and Southwest.
The Company's principal executive offices are located at 2155 Monroe Drive,
N.E., Atlanta, Georgia 30324. Its telephone number is (404) 874-3327.
RECENT DEVELOPMENT
On May 31, 1996, the Company acquired certain assets, subject to certain
liabilities of The Wimmer Companies, Inc., Memphis, Tennessee ("Wimmer"),
pursuant to an Agreement and Plan of Reorganization dated as of May 31, 1996
(the "Reorganization Agreement"). In addition, and in connection with this
acquisition, the Company also purchased certain outstanding promissory notes
issued by Wimmer to certain of its shareholders pursuant to a Note Purchase
Agreement dated as of May 31, 1996 (the "Note Purchase Agreement"). The
Reorganization Agreement and the Note Purchase Agreement will be collectively
referred to in this Prospectus as the "Acquisition Agreements." Pursuant to
the Acquisition Agreements, the Company issued an aggregate of 53,830 shares
of its Common Stock, $.10 par value (the "Shares") in consideration for the
assets and notes referred to above. Of the total Shares issued, 16,149 Shares
were issued in the names of the holders of such notes (the"Note Holders") c/o
United American Bank, Memphis, Tennessee, as escrow agent (the "Escrow
Shares"). The Escrow Shares are being held pursuant to an Escrow Agreement
dated May 31, 1996 (the "Escrow Agreement") for twelve months from May 31,
1996 (which period may be extended if any claims as defined in the Escrow
Agreement are then pending) to cover any claims for breaches of
representations, warranties and covenants in the Agreement and certain other
matters. The Escrow Agreement provides for the release of the Shares held in
escrow either to the Note Holders, in which case they may be sold hereunder,
or to the Company, in which event they will be canceled. The Escrow Shares may
be sold while they are subject to the Escrow Agreement, provided that all
proceeds of any such sales are held in escrow subject to the terms and
conditions of the Escrow Agreement. Under the terms of the Acquisition
Agreements, the Company agreed to register the Shares under the Securities Act
for resale by the Selling Shareholders and to indemnify the Selling
Shareholders against certain liabilities, including liabilities under the
Securities Act. The Selling Shareholders have also agreed to indemnify the
Company against certain liabilities, including liabilities under the
Securities Act. The Registration Statement of which this Prospectus is a part
was filed with the Commission pursuant to the registration provisions of the
Acquisition Agreements.
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SELLING SHAREHOLDERS
The following table sets forth information regarding Wimmer and the Note
Holders (collectively, the "Selling Shareholders"), based upon information
supplied by the Selling Shareholders, and the number of Shares beneficially
owned by them prior to this offering:
<TABLE>
<CAPTION>
NAME OF SELLING NUMBER OF SHARES NUMBER OF
SHAREHOLDER OWNED DIRECTLY ESCROW SHARES(1) TOTAL
- --------------- ---------------- ---------------- ------
<S> <C> <C> <C>
The Wimmer Companies, Inc. 1 -0- 1
Wimmer Brothers Company (2) 19,163 8,213 27,376
J. Fred Wimmer 18,517 7,936 26,453
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TOTALS 37,681 16,149 53,830
</TABLE>
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(1) Assumes complete release of all Escrow Shares to the Selling Shareholders.
(2) Wimmer Brothers Company is a general partnership organized under the laws
of the State of Tennessee, having Mr. J. Fred Wimmer and Mrs. Joe E. Wimmer
as its partners.
Prior to the offering, each Selling Shareholder beneficially owned less than
1% of the outstanding shares of Common Stock as of the date of this Prospectus
(assuming complete release of the Escrow Shares to the Selling Shareholders
and calculated without regard to the shares of Common Stock issuable upon
conversion of shares of Class B Common Stock or any of the Company's
Convertible Debentures). Upon completion of the offering, assuming all of the
Shares being offered hereby are sold and that no other changes in the Selling
Shareholders' beneficial ownership occur prior to completion of this offering,
the Selling Shareholders will not beneficially own any shares of Common Stock
of the Company. None of the Selling Shareholders serves as an officer or
director of the Company or any of its subsidiaries.
SALE OF THE SHARES
The sale of the Shares by the Selling Shareholders may be effected from time
to time in transactions in the open market, in negotiated transactions or
through a combination of such methods of sale, at fixed prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling Shareholders and/or
the purchasers of the Shares for which such broker-dealers may act as agents
or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation).
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received
by them and profit on any resale of the Shares as principals might be deemed
to be underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
A legal opinion to the effect that the Shares are legally issued, fully paid
and nonassessable has been rendered by Lawrence M. Gold, P.C., 100 Galleria
Parkway, Suite 695, Atlanta, Georgia 30339.
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EXPERTS
The consolidated financial statements and schedule of the Company appearing
or incorporated by reference in the Company's Annual Report on Form 10-K for
the year ended January 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements
and schedule are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by this reference:
(1) The Company's Annual Report on Form 10-K for the year ended January
31, 1996 (Commission File No. 0-12204);
(2) The Company's Quarterly Report on Form 10-Q for the period ended
April 30, 1996 (Commission File No. 0-12204);
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12 of the
Exchange Act of Form 8-A, as amended (Commission File No. 0-12204).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is
filed.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which is also incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so
modified or superseded. All information appearing in this Prospectus is
qualified in its entirety by the information and financial statements
(including notes thereto) appearing in the documents incorporated herein by
reference, except to the extent set forth in this paragraph.
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NO DEALERS, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SHARES OF COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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