8-K, 1997-11-18
Previous: APL LTD, S-8 POS, 1997-11-18

                            WASHINGTON, D. C. 20549

                                   FORM 8-K

                          THE SECURITIES ACT OF 1934

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  November 18, 1997 (November 3,
- -----

                           GRAPHIC INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

         Georgia                      1-13029                    58-1101633
- -------------------------------------------------------------------------------
(State or other jurisdiction        (Commission                (IRS Employer
     of incorporation)              File Number)            Identification No.)

          2155 Monroe Drive, N.E., Atlanta, Georgia            30324
         (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code      (404) 874-3327

                                Not Applicable
        (Former name or former address, if changed since last report.)

     (a) On November 3, 1997, Greenwich Acquisition Corp. ("GAC"), a Georgia
corporation and a wholly owned subsidiary of Wallace Computer Services, Inc., a
Delaware corporation ("Wallace"), accepted for payment an aggregate of 8,420,765
shares of Common Stock, $.10 par value per share (the "Shares"), of Graphic
Industries, Inc., a Georgia corporation (the "Company"), tendered pursuant to
GAC's tender offer to purchase all outstanding Shares at a purchase price of
$21.75 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated as of
October 3, 1997, as amended by the Supplement to Offer to Purchase dated October
17, 1997, and the related Letter of Transmittal (collectively, the "Offer").
The Offer was made pursuant to the Amended and Restated Agreement and Plan of
Merger, dated as of October 12, 1997, among the Company, GAC and Wallace (the
"Merger Agreement").

     Upon the acceptance for payment of Shares pursuant to the Offer, GAC became
obligated to purchase 4,303,092 shares of Class B Common Stock, $.10 par value
per share ("Class B Shares"), of the Company from Mark C. Pope III (the "Selling
Stockholder") pursuant to the Amended and Restated Stockholder Agreement, dated
as of October 12, 1997 (the "Stockholder Agreement"), among Wallace, GAC and the
Selling Stockholder, which Class B Shares were purchased by GAC on November 5,
1997.  Upon the purchase of Class B Shares by GAC pursuant to the Stockholder
Agreement, all outstanding Class B Shares were automatically converted to Shares
on a one-for-one basis.

     As a result of the purchase of Shares pursuant to the Offer and the
purchase of Class B Shares pursuant to the Stockholder Agreement, GAC owns
approximately 98% of the outstanding Shares.

     The total consideration paid by GAC on November 5, 1997 for the purchase of
Shares pursuant to the Offer and the purchase of Class B Shares pursuant to the
Stockholder Agreement was approximately $276,744,000. The source of such funds
was a Credit Agreement, dated as of October 31, 1997 (the "Credit Facility"),
among the Company, certain lenders and Bank of America NT & SA, as agent for
such lenders ("B of A"). The maximum aggregate principal amount available to be
borrowed under the Credit Facility is $500,000,000.

     The Credit Facility consists of a revolving loan facility under which
loans may be borrowed, repaid and reborrowed by Wallace from time to time for
the purpose of providing funds to consummate the Offer and the merger of GAC
with and into the Company following the Offer, as contemplated by the Merger
Agreement (the "Merger"), to refinance certain indebtedness, to pay certain fees
and expenses incurred in connection with the Offer and the Merger and to provide
working capital and for other general corporate purposes.  The Credit Facility
matures on October 31, 2002 and has no scheduled amortization.

     Borrowings under the Credit Facility will bear interest at a floating rate
based upon, at Wallace's option (i) the higher of B of A's reference rate or the
Federal Funds rate plus 0.50% per annum, or (ii) the London Interbank Offered
Rate ("LIBOR") plus .175% to .30% per annum, depending on Wallace's ratio of
total funded indebtedness to EBITDA. In addition, Wallace has a competitive
advance option under the Credit Facility which allows it to request uncommitted
advances from the lenders at competitive rates on an auction basis. A facility
fee accrues on the total Credit Facility regardless of usage at a rate ranging
from 0.075% to 0.15% per annum, depending upon Wallace's ratio of total funded
indebtedness to EBITDA. Wallace is also required to pay B of A underwriting and
administration fees, to reimburse certain expenses and to provide certain

     As a result of the acquisition of a majority of the Shares pursuant to the 
Merger Agreement, GAC is entitled to designate at its option up to that number 
of directors of the Company's Board of Directors as will give GAC a majority of 
such directors and the Company is required to cause such designees to be so 
elected by its Board of Directors.

     In addition, pursuant to the Merger Agreement, the Company has agreed to 
call and hold a meeting of stockholders as soon as practicable following October
31, 1997, the expiration date of the Offer, for the purpose of obtaining 
stockholder approval of the Merger, and Wallace has agreed to cause all Shares 
owned by GAC to be voted in favor of approval of the Merger.

     (b)  Except as set forth above, there are no arrangements known to the 
Company, the operation of which might as a subsequent date result in a change if
control of the Company.


     (c)  Exhibits

     10   Amended and Restated Agreement and Plan of Merger dated as of October 
12, 1997 among Graphic Industries, Inc., Wallace Computer Services, Inc. and 
Greenwich Acquisition Corp. (Incorporated herein by reference to Exhibit 12 of 
Amendment No. 1 to Schedule 14D-9 filed by Graphic Industries, Inc. on October 
17, 1997).


     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.


                                       By: /s/ Mark C. Pope III
                                           Name: Mark C. Pope III
                                           Title: Chairman & CEO

                                       Date: November 17, 1997
                                 EXHIBIT INDEX

Exhibit No.            Document
- -----------            --------

    10                 Amended and Restated Agreement and Plan of Merger dated
                       as of October 12, 1997 among Graphic Industries, Inc.,
                       Wallace Computer Services, Inc. and Greenwich Acquisition
                       Corp. (Incorporated herein by reference to Exhibit 12 of
                       Amendment No. 1 to Schedule 14D-9 filed by Graphic
                       Industries, Inc. on October 17,1997).

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