WORLD COLOR PRESS INC /DE/
10-Q, 1998-11-10
COMMERCIAL PRINTING
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                        
                                        
                                        
                                    FORM 10-Q


      [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
 EXCHANGE ACT OF 1934

 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 1998  COMMISSION FILE NUMBER 1-
11802

                                [Graphic omitted]


                             WORLD COLOR PRESS, INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                                      37-1167902
(State or other jurisdiction of   (IRS Employer Identification Number)
incorporation or organization)


      THE MILL, 340 PEMBERWICK ROAD                       06831
      GREENWICH, CONNECTICUT                         (Zip Code)
(Address of principal executive offices)


                                  203-532-4200
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such shorter period that the  registrant  was
required  to  file  such  reports), and (2) has  been  subject  to  such  filing
requirements for the past 90 days.
YES [X]  No [  ]

At  November  6, 1998, 38,436,644 shares of the registrant's common stock,  $.01
par value, were outstanding.
================================================================================

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<PAGE>
<TABLE>
<CAPTION>

WORLD COLOR PRESS, INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 1998
INDEX
- --------------------------------------------------------------------------------



                                                                           Page
                                                                           ----

PART I.  FINANCIAL INFORMATION
<S>                                                                          <C>
     Condensed Consolidated Balance Sheets as of September 27, 1998
          and December 28, 1997...............................................3
     Condensed Consolidated Statements of Operations for the Three and
          Nine Months Ended September 27, 1998 and September 28, 1997.........4
     Condensed Consolidated Statements of Cash Flows for the Nine Months
          Ended September 27, 1998 and September 28, 1997.....................5
     Notes to Condensed Consolidated Financial Statements.................6 - 7
     Management's Discussion and Analysis of Financial Condition and
          Results of Operations..........................................8 - 12

PART II.  OTHER INFORMATION..................................................13
</TABLE>

                                       -2-
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<TABLE>
<CAPTION>

WORLD COLOR PRESS, INC.
PART I.  FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 27, 1998 AND DECEMBER 28, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------
                                          SEPTEMBER 27,     DECEMBER 28,
ASSETS                                         1998             1997
                                           (Unaudited)         (Note)
CURRENT ASSETS:
<S>                                       <C>            <C>
 Cash and cash equivalents                 $   23,621     $   37,676
 Accounts receivable - net                    213,785        166,747
 Inventories                                  329,478        204,889
 Deferred income taxes                         16,473         31,297
 Other                                         46,350         33,625
                                           ----------     ----------
      Total current assets                    629,707        474,234

 Property, plant and equipment, at cost     1,611,854      1,495,333
 Accumulated depreciation and amortization   (698,976)      (638,138)
                                           ----------     ----------
  Property, plant and equipment - net         912,878        857,195

 Goodwill - net                               668,580        535,416
 Other                                         92,041         66,726
                                           ----------     ----------

TOTAL ASSETS                               $2,303,206     $1,933,571
                                           ==========     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable and accrued expenses     $  343,626     $  296,512
 Current maturities of long-term debt          37,881          8,970
                                           ----------     ----------
      Total current liabilities               381,507        305,482

 Long-term debt                             1,077,961        810,143
 Deferred income taxes                        101,331        100,045
 Other long-term liabilities                  102,018        118,132
                                           ----------     ----------

      Total liabilities                     1,662,817      1,333,802
                                           ----------     ----------

STOCKHOLDERS' EQUITY:
 Common stock, $.01 par value - shares
  authorized, 100,000,000 at September 27,
  1998 and December 28, 1997; shares
  outstanding, 38,589,142 at September 27,
  1998 and 38,353,853 at December 28, 1997        386            384
 Additional paid-in capital                   715,060        711,292
 Accumulated deficit                          (66,923)      (111,907)
 Treasury stock, at cost: 185,100 shares       (5,609)             -
 Unamortized restricted stock compensation     (2,525)             -
                                           ----------     ----------

      Total stockholders' equity              640,389        599,769
                                           ----------     ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,303,206     $1,933,571
                                           ==========     ==========
</TABLE>

Note:  Derived from audited financial statements.

See notes to condensed consolidated financial statements.

                                       -3-
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<PAGE>
<TABLE>
<CAPTION>

WORLD COLOR PRESS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMBER 27, 1998 AND SEPTEMBER 28, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------

                                  THREE MONTHS           NINE MONTHS
                                 1998       1997        1998        1997

<S>                         <C>        <C>         <C>          <C>
Net sales                    $ 635,980  $  557,268  $1,732,890   $1,441,266

Cost of sales                  508,943     446,567   1,424,069    1,179,198
                             ---------  ----------  ----------   ----------

Gross profit                   127,037     110,701     308,821      262,068

Selling, general and
     administrative expenses    54,609      50,435     161,202      138,287
                             ---------  ----------  ----------   ----------

Operating income                72,428      60,266     147,619      123,781

Interest expense and
     securitization fees        22,877      20,831      65,368       61,099
                             ---------  ----------  ----------   ----------

Income before income taxes      49,551      39,435      82,251       62,682

Income tax provision            20,564      16,562      34,134       26,326
                             ---------  ----------  ----------   ----------

Net income                   $  28,987  $   22,873  $   48,117   $   36,356
                             =========  ==========  ==========   ==========


Net income per common share
     - basic                 $    0.76  $     0.68  $     1.25   $     1.08

Net income per common share
     - diluted               $    0.71  $     0.66  $     1.21   $     1.05
</TABLE>



See notes to condensed consolidated financial statements.

                                       -4-
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<TABLE>
<CAPTION>

WORLD COLOR PRESS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 27, 1998 AND SEPTEMBER 28, 1997
(IN THOUSANDS)
- --------------------------------------------------------------------------------

                                                         NINE MONTHS
                                                      1998           1997

OPERATING ACTIVITIES:
<S>                                              <C>            <C>
 Net income                                       $   48,117     $   36,356
 Adjustments to reconcile net income to net cash
  flows provided by operating activities:
  Depreciation and amortization                      104,848        100,498
  Deferred income tax provision                       11,762          9,402
  Changes in operating assets and liabilities:
   Proceeds from sale of accounts receivable               -        170,000
   Other changes in accounts receivable - net           (606)       (21,787)
   Inventories                                      (112,078)       (60,237)
   Accounts payable and accrued expenses              (3,009)       (32,930)
   Other assets and liabilities - net                (68,709)       (49,545)
                                                  ----------     ----------

      Net cash (used in) provided by
        operating activities                         (19,675)       151,757
                                                  ----------     ----------

INVESTING ACTIVITIES:
 Additions to property, plant and equipment - net    (88,055)       (72,247)
 Acquisitions of businesses, net of cash acquired   (190,095)      (172,539)
                                                  ----------     ----------

      Net cash used in investing activities         (278,150)      (244,786)
                                                  ----------     ----------

FINANCING ACTIVITIES:
 Net borrowings on debt                              291,449         83,966
 Proceeds from issuance of common stock                1,989             83
 Repurchases of common stock                          (9,668)             -
                                                  ----------     ----------

      Net cash provided by financing activities      283,770         84,049
                                                  ----------     ----------

DECREASE IN CASH AND CASH EQUIVALENTS                (14,055)        (8,980)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD        37,676         33,182
                                                  ----------     ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD          $   23,621     $   24,202
                                                  ==========     ==========
</TABLE>

See notes to condensed consolidated financial statements.


                                       -5-
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<PAGE>

WORLD COLOR PRESS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------

1. BASIS OF PRESENTATION

   The  accompanying  condensed consolidated interim financial  statements  have
   been  prepared  by World Color Press, Inc. (along with its subsidiaries,  the
   "Company")  pursuant  to  the rules and regulations  of  the  Securities  and
   Exchange Commission and reflect normal and recurring adjustments, which  are,
   in  the opinion of the Company, considered necessary for a fair presentation.
   As  permitted  by  these regulations, these statements  do  not  include  all
   information  required  by  generally accepted  accounting  principles  to  be
   included  in  an  annual set of financial statements,  however,  the  Company
   believes  that  the  disclosures made are adequate to  make  the  information
   presented  not misleading.  These condensed consolidated financial statements
   should be read in conjunction with the consolidated financial statements  and
   the  notes thereto included in the Company's latest Annual Report on Form 10-
   K.

   During  the nine month period ended September 27, 1998, the Company  acquired
   certain  businesses whose contributions were not significant to the Company's
   results  of  operations for the periods presented, nor are they  expected  to
   have a material effect on the Company's results on a continuing basis.

2. INVENTORIES

   Inventories are summarized as follows:
<TABLE>
<CAPTION>
                                                 SEPTEMBER 27,   DECEMBER 28,
                                                      1998           1997
<S>                                              <C>            <C>
      Work-in-process                             $  187,298     $  111,326
      Raw materials                                  142,180         93,563
                                                  ----------     ----------
      
            Total                                 $  329,478     $  204,889
                                                  ==========     ==========
</TABLE>

3. NET INCOME PER COMMON SHARE

   The following represents the weighted average common and common equivalent
   shares utilized to calculate net income per common share - basic and
   diluted:
<TABLE>
<CAPTION>
                                   THREE MONTHS           NINE MONTHS
                                 1998       1997        1998        1997
<S>                          <C>        <C>        <C>         <C>
   Weighted average common
    shares outstanding        38,345,545 33,756,531 38,365,261  33,748,531

   Common equivalent shares:
    Stock options              1,001,455    988,773  1,037,245     847,870
    Convertible debt           3,660,477          -  3,660,477           -
                              ---------- ---------- ----------  ----------

   Weighted average common and
    common equivalent shares
    outstanding               43,007,477 34,745,304 43,062,983  34,596,401
                              ========== ========== ==========  ==========
</TABLE>

                                       -6-
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<PAGE>

WORLD COLOR PRESS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------

   Interest  charges  on convertible debt, net of tax, of   $1,391  and  $4,172,
   respectively, have been added back to net income for the calculation  of  net
   income per common share - diluted for the three and nine month periods  ended
   September 27, 1998.
   
   Options  to purchase 25,000 shares of common stock were not included  in  the
   computations of net income per common share - diluted for the three and  nine
   month  periods ended September 27, 1998 because the exercise  price  of  the
   options was greater than the average market price of the common shares.

4. SALE - LEASEBACK OF EQUIPMENT
   
   In  July  1998,  the  Company  entered into an agreement  for  the  sale  and
   leaseback  of  certain printing equipment for which it received approximately
   $60,700  of  proceeds.  The  proceeds have been  reflected  in  additions  to
   property,  plant and equipment - net in the condensed consolidated statements
   of  cash  flows  for the nine months ended September 27,  1998.   The  lease,
   which expires in July 2010, has been classified as an operating lease.
   
   In  October 1998, the Company received proceeds of approximately $27,800  for
   the sale and leaseback of additional equipment.
   
5. TREASURY STOCK
   
   In  August 1998, the Board of Directors authorized the repurchase  of  up  to
   1,800,000  shares  of the Company's common stock.  The repurchase  of  shares
   commenced in August 1998 and may occur over the next three years in the  open
   market  at  prevailing market prices or in negotiated transactions, depending
   on  market  conditions. The shares will be repurchased to satisfy commitments
   under  certain  employee benefit plans. The Company reissues treasury  shares
   using  the  weighted average cost method. The excess of repurchase cost  over
   reissuance price is applied to the Company's accumulated deficit.
                                       -7-
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WORLD COLOR PRESS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------

GENERAL

In  the  first four months of 1998, the Company acquired four businesses serving
customers  in  the  commercial, direct mail and book markets  for  an  aggregate
purchase  price  of  approximately $200,000. These companies,  which  have  been
included  in results of operations since the respective acquisition dates,  have
not  had a material effect on the Company's results of operations, nor are  they
expected  to on a continuing basis.  These acquisitions have been accounted  for
as purchases and will hereinafter be referred to as the "1998 Acquisitions."

In  January 1997, the Company purchased Rand McNally Book Services Group  ("Book
Services"), an operating unit of Rand McNally, for approximately $155,000.  Book
Services  is the third largest producer of hardcover books in the United  States
and  provides manufacturing and other value-added services to book club,  trade,
professional,  educational, reference and mail-order publishers.   In  addition,
the  Company acquired another business in the third quarter of 1997  (the  "1997
Acquisition") whose contribution was not significant to the Company's results of
operations  for  the periods presented, nor is it expected to  have  a  material
effect on the Company's results on a continuing basis.


RESULTS OF OPERATIONS

THREE  MONTHS ENDED SEPTEMBER 27, 1998 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
28, 1997

Net  sales increased $78,712 or 14.1% to $635,980 in 1998 from $557,268 in 1997.
The  increase  was due to the inclusion of sales from the 1998 Acquisitions  and
continued strong performance from organic sales growth.

Gross  profit  increased $16,336 or 14.8% to $127,037 in 1998 from  $110,701  in
1997.  The  gross profit margin increased to 20.0% from 19.9%  in  1997  due  to
certain  cost  reduction  initiatives and other  synergies  resulting  from  the
combination of acquisitions and increased plant utilization.

Selling, general and administrative expenses increased $4,174 or 8.3% to $54,609
in  1998 from $50,435 in 1997.  The increase was primarily attributable  to  the
1998  Acquisitions,  including the related additional amortization  expense  for
goodwill, partially offset by benefits derived from cost saving initiatives.

Interest expense and securitization fees increased $2,046 or 9.8% to $22,877  in
1998  from  $20,831  in 1997.  The increase was attributable to  higher  average
borrowings incurred to fund acquisitions and capital expenditures, offset  by  a
lower average cost of funds.

The  effective  tax rate, primarily composed of the combined federal  and  state
statutory  rates, was 41.5% for the third quarter of 1998 compared to 42.0%  for
the comparable period in 1997.

                                       -8-
<PAGE>
<PAGE>

WORLD COLOR PRESS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------

NINE MONTHS ENDED SEPTEMBER 27, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER 28,
1997

Net  sales increased $291,624 or 20.2% to $1,732,890 in 1998 from $1,441,266  in
1997.   The  increase was due to the inclusion of sales from the 1997  and  1998
Acquisitions,  higher  paper  prices  and  volume  and  improved  base  business
performance.

Gross  profit  increased $46,753 or 17.8% to $308,821 in 1998 from  $262,068  in
1997.   The  gross profit margin decreased to 17.8% from 18.2% in  1997  due  to
increased  sales resulting from higher paper prices and volume, slightly  offset
by  the  benefits  of  certain cost reduction initiatives  and  other  synergies
resulting from the combination of acquisitions and increased plant utilization.

Selling,  general  and administrative expenses increased  $22,915  or  16.6%  to
$161,202  in 1998 from $138,287 in 1997.  The increase was attributable  to  the
1997  and  1998  Acquisitions,  including the  related  additional  amortization
expense for goodwill, offset by benefits derived from cost saving initiatives.

Interest expense and securitization fees increased $4,269 or 7.0% to $65,368  in
1998  from  $61,099  in 1997.  The increase was attributable to  higher  average
borrowings  incurred  to  fund acquisitions, capital  expenditures  and  working
capital requirements, offset by a lower average cost of funds.

The  effective  tax rate, primarily composed of the combined federal  and  state
statutory rates, was 41.5% for the first nine months of 1998 compared  to  42.0%
for the comparable period in 1997.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically met its liquidity and capital investment needs with
internally generated funds and external borrowings. Net income plus depreciation
and  amortization  and deferred income taxes was $164,727 and $146,256  for  the
nine months ended September 27, 1998 and September 28, 1997, respectively.   The
Company's  outstanding indebtedness less cash increased $310,784  from  December
28,  1997  to  September 27, 1998 due primarily to borrowings incurred  to  fund
acquisitions  and  capital  expenditures.   Working  capital  was  $248,200   at
September 27, 1998 and $180,411 at September 28, 1997.  The increase of  $67,789
or 37.6% was primarily due to the 1998 Acquisitions and an increase in inventory
levels.   In  accordance with the Company's ongoing program to maintain  modern,
efficient  plants and increase productivity, the Company anticipates  that  1998
net capital expenditures will be approximately 4 - 5% of net sales.

The Company's capital expenditures and acquisitions have been funded in part  by
borrowings  under  the  Company's Second Amended and Restated  Credit  Agreement
dated  as  of June 6, 1996 (as amended, the "Credit Agreement"), which provides
for  aggregate total commitments of $920,000, comprised of $95,000 in term  loan
commitments, $250,000 of revolving loan commitments and $575,000 in  acquisition
term  loan  commitments. The Credit Agreement provides for  varying  semi-annual
reductions, and borrowings bear interest at rates that fluctuate with the  prime
rate  and  the  Eurodollar  rate.  As of September 27,  1998,  the  Company  had
unutilized commitments of $146,119 under its Credit Agreement.

                                       -9-
<PAGE>
<PAGE>

WORLD COLOR PRESS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------

In  July  1998, the Company entered into an agreement for the sale and leaseback
of  certain  printing equipment for which it received  approximately  $60,700 of
proceeds.  The  lease,  which  expires in July 2010, has been  classified as  an
operating lease. In October 1998, the Company received proceeds of approximately
$27,800 for the sale and leaseback of additional equipment.

In  August  1998,  the  Board of Directors authorized the repurchase  of  up  to
1,800,000  shares  of  the  Company's common stock.  The  repurchase  of  shares
commenced  in August 1998 and may occur over the next three years  in  the  open
market  at prevailing market prices or in negotiated transactions, depending  on
market  conditions. The shares will be repurchased to satisfy commitments  under
certain  employee  benefit plans.  As of September 27,  1998,  the  Company  had
repurchased  313,119  shares at a weighted average cost of $30.88  and  reissued
128,019 shares.

Concentrations  of credit risk with respect to accounts receivable  are  limited
due  to  the  Company's  diverse operations and  large  customer  base.   As  of
September  27,  1998,  the Company had no significant concentrations  of  credit
risk.

In  order  to reduce the exposure on its variable rate obligations, the  Company
has  entered into interest rate cap and swap agreements. The Company's  interest
rate  cap  agreements have a notional value of $400,000 and expire in the  third
quarter  of  1999.  The Company's interest rate swap agreements have a  notional
value  of  $75,000  and  exchange  floating rate  for  fixed  interest  payments
periodically  over  five  years.   The  swap  agreement  is  cancelable  by  the
counterparty in September and December 1999.  The impact of these agreements  on
the   consolidated  financial  statements  was  not  material  for  the  periods
presented.   While  the  Company is exposed to  credit  loss  in  the  event  of
nonperformance  by  the counterparties of these agreements, management  believes
that   the  possibility  of  incurring  such  a  loss  is  remote  due  to   the
creditworthiness of the counterparties. The Company does not hold or  issue  any
derivative financial instruments for trading purposes.

The  Company believes that its liquidity, capital resources and cash  flows  are
sufficient  to  fund planned capital expenditures, working capital  requirements
and interest and principal payments for the foreseeable future.

In  April  1998,  the American Institute of Certified Public Accountants  issued
Statement  of  Position  ("SOP")  98-5, "Reporting  on  the  Costs  of  Start-Up
Activities," which requires costs of start-up activities and organization  costs
to  be  expensed as incurred. The Company expects to adopt this SOP in the first
quarter of fiscal year 1999.  The Company is currently evaluating the impact SOP
98-5 may have on its operating results and financial condition.

YEAR 2000

The Year 2000 issue, which affects virtually all corporations, arises due to the
inability of certain computer software and hardware and embedded chips found  in
manufacturing and other equipment to properly recognize dates beyond 1999.  This
inability  may cause errors in information and/or system failures.  The  Company
has  a  comprehensive  effort  underway to address  the  Year  2000  issue.   As
discussed  below,  the  Company is, among other things, evaluating  its  present
information  technology and non-information technology systems  (i.e.  equipment
with  embedded  chips), monitoring and addressing its vendor and  customer  Year
2000 issues and engaging in remediative measures as necessary.

                                      -10-
<PAGE>
<PAGE>

WORLD COLOR PRESS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------

In  connection  with  its  readiness program,  the  Company  has  endeavored  to
inventory and assess the state of compliance of all information systems and non-
information  systems.   The  Company commenced remediation  of  its  information
systems  in  1994.   As  a  result, the majority of  the  Company's  information
systems,  including  its financial, human resources and payroll  functions,  are
Year  2000 compliant.  The Company estimates that all of its information systems
will be compliant by mid-1999.  With respect to its non-information systems, the
Company has substantially completed an inventory of facilities (HVAC, safety and
security) and manufacturing (press, bindery and finishing) systems.  The Company
is working with the outside suppliers of such systems as well as with an outside
consultant to identify and remediate non-compliant components.  The Company  has
targeted  mid-1999  for  substantial completion of its  readiness  efforts  with
respect to its non-information systems, including selective testing procedures.

As  part  of its readiness program, the Company is communicating with its  major
customers and vendors to assess such parties' respective efforts to identify and
remediate their own Year 2000 issues in a timely and comprehensive manner.   The
Company  is  also requesting its vendors to certify to the compliancy  of  their
systems  and  equipment currently owned or leased by the  Company.  The  Company
intends  to  follow  up  with non-compliant vendors through  1999  in  order  to
continually assess the extent of such third parties' Year 2000 exposure  and  to
adjust the Company's contingency plans accordingly.

The  costs  incurred to date solely related to the Company's Year  2000  efforts
have  not  been  material to the Company, and based upon current estimates,  the
Company does not believe that the total cost of its Year 2000 readiness programs
will  have  a  material adverse effect upon its operating results  or  financial
condition.   While the Company can make no assurances as to the  impact  of  the
Year  2000  issue on its operations, it currently anticipates that  any  adverse
consequences of the Year 2000 issue on the Company's systems will not  create  a
significant  disruption to the Company's operations.  However,  the  failure  or
delay  by  the  Company, its customers and/or vendors to identify and  remediate
each of their respective instances of Year 2000 non-compliance could result in a
material  adverse  effect on the Company's results of operations,  liquidity  or
financial condition.

The  Company's  readiness program includes the development of contingency  plans
addressing  potential  business  interruptions arising  from  Year  2000-related
disruptions.   Such  plans  include assessing the movement  of  work  among  its
facilities.   In 1999, the Company will hone its contingency plans, taking  into
account,  among other things, the state of readiness of its vendors,  including,
without limitation, utility suppliers, as well as the Company's major customers.

The  statements  set  forth herein concerning Year 2000  issues  which  are  not
historical  facts  are  forward-looking  statements  that  involve   risks   and
uncertainties that could cause actual results to differ materially from those in
the  forward-looking  statements. In particular, the costs associated  with  the
Company's  Year  2000  programs, the time-frame in which the  Company  plans  to
complete  Year  2000 modifications and the potential impact  of  the  Year  2000
issues  on  the  Company  are  based  upon management's  best  estimates.  These
estimates  were  derived from internal assessments and numerous  assumptions  of
future events. These estimates may be adversely affected by, among other things,
the  continued  availability  of personnel and system  resources,  the  accurate
identification  of  all  relevant computer codes,  the  success  of  remediation
efforts, the effectiveness of the Company's contingency plans and by the failure
of  significant  third parties to properly address Year 2000 issues.  Therefore,
there can be no guarantee that any estimates or other forward-looking statements
will  be  achieved  and  actual results could differ  significantly  from  those
contemplated.
                                      -11-
<PAGE>
<PAGE>

WORLD COLOR PRESS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------

SEASONALITY

Results of operations for this interim period are not necessarily indicative  of
results for the full year. The Company's operations are seasonal.  Historically,
approximately  two-thirds  of its operating income has  been  generated  in  the
second  half of the fiscal year, primarily due to the higher number of  magazine
pages, new product launches and back-to-school and holiday catalog promotions.

FORWARD-LOOKING STATEMENTS

Except  for  historical  information contained herein, the  statements  in  this
document are forward-looking and made pursuant to the safe harbor provisions  of
the   Private   Securities  Litigation  Reform  Act  of  1995.   Forward-looking
statements  involve known and unknown risks and uncertainties, which  may  cause
the  Company's  actual  results in future  periods  to  differ  materially  from
forecasted  results.   Those  risks include, among others, changes in customers'
demand for the Company's products, changes  in raw material and equipment  costs
and availability, seasonal  changes in  customer  orders, pricing actions by the
Company's competitors,  changes  in estimates  of  the  readiness of the Company
or  its  vendors  and  customers  with  regard  to  Year  2000  issues  and  the
significance of costs thereof, and  general changes in economic condition.

                                      -12-
<PAGE>
<PAGE>

WORLD COLOR PRESS, INC.

PART II.  OTHER INFORMATION
- --------------------------------------------------------------------------------

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     Exhibits  required  in  accordance with Item  601  of  Regulation  S-K  are
     incorporated by reference herein as filed  with registrant's  Annual Report
     on  Form  10-K  for  the  fiscal  year  ended  December  28,  1997,   dated
     March 27, 1998.

     In addition, the Company has filed herewith the following exhibits:

     27.0 Financial Data Schedule for the period ended September 27, 1998 (filed
          in electronic form only).

(b)  Reports on Form 8-K

     No  reports  on  Form  8-K  were filed during the  quarterly  period  ended
     September 27, 1998.



                                        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 thereunto duly authorized.


                                        WORLD COLOR PRESS, INC.




Date:     November 10, 1998             By:/s/  MICHAEL D. HELFAND
                                           -----------------------
                                        Michael D. Helfand
                                        Executive Vice President, Chief
                                        Financial Officer
                                        
                                        -13-


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 27, 1998 AND THE CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 27,
1998 OF WORLD COLOR PRESS, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-27-1998
<PERIOD-END>                               SEP-27-1998
<CASH>                                          23,621
<SECURITIES>                                         0
<RECEIVABLES>                                  213,785
<ALLOWANCES>                                         0
<INVENTORY>                                    329,478
<CURRENT-ASSETS>                               629,707
<PP&E>                                       1,611,854
<DEPRECIATION>                                 698,976
<TOTAL-ASSETS>                               2,303,206
<CURRENT-LIABILITIES>                          381,507
<BONDS>                                      1,077,961
                                0
                                          0
<COMMON>                                           386
<OTHER-SE>                                     640,003
<TOTAL-LIABILITY-AND-EQUITY>                 2,303,206
<SALES>                                      1,732,890
<TOTAL-REVENUES>                             1,732,890
<CGS>                                        1,424,069
<TOTAL-COSTS>                                1,424,069
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              65,368
<INCOME-PRETAX>                                 82,251
<INCOME-TAX>                                    34,134
<INCOME-CONTINUING>                             48,117
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    48,117
<EPS-PRIMARY>                                     1.25
<EPS-DILUTED>                                     1.21
        

</TABLE>


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