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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
OCTOBER 8, 1999
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(Date of earliest event reported)
Commission file number 1-11802
WORLD COLOR PRESS, INC.
(NOW KNOWN AS QUEBECOR WORLD (USA) INC.)
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(Exact name of registrant as specified in its charter)
DELAWARE 37-1167902
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
THE MILL, 340 PEMBERWICK ROAD
GREENWICH, CONNECTICUT 06831
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(Address of principal executive offices) (Zip Code)
(203) 532-4200
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 16, 1999, Quebecor Printing Inc., a corporation amalgamated
under the laws of Canada ("Quebecor Printing"), through a wholly owned
subsidiary, Printing Acquisition Inc., a Delaware corporation ("Printing
Acquisition") commenced a tender offer for up to 23,500,000 shares of common
stock of World Color Press, Inc., a Delaware corporation ("World Color") for
$35.69 per share in cash. On August 20, 1999, Quebecor Printing completed the
tender offer, purchasing 19,179,495 shares of World Color common stock. As a
result of the tender offer, Quebecor Printing held, through Printing
Acquisition, approximately 50.4% of the outstanding shares of World Color common
stock. The World Color board of directors was reconstituted on August 20, 1999
in accordance with the terms of the merger agreement.
On October 8, 1999 (the "Effective Time"), Printing Acquisition merged
(the "Merger") with World Color, with World Color being the surviving
corporation and continuing as an indirect wholly-owned subsidiary of Quebecor
Printing under the name Quebecor World (USA) Inc. As a result of the Merger,
holders of World Color common stock received 1.2685 subordinated voting shares
of Quebecor Printing and $8.18 in cash for each share of World Color common
stock outstanding as of the Effective Time, and each 6% Convertible Senior
Subordinated Note due 2007 outstanding as of the Effective Time became
convertible into the number of Quebecor Printing subordinate voting shares and
the amount of cash that would have been received in the merger had the
convertible note been converted immediately prior to the Effective Time.
The certificate of incorporation of World Color was amended in Merger
to change the name of the surviving corporation to Quebecor World (USA) Inc.
The terms of the Merger were described in World Color's Definitive
Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on September 7, 1999.
ITEM 7. INFORMATION AND EXHIBITS
(A) Financial Statements:
The financial information otherwise required to be
included with this Form 8-K is included in World
Color's Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on
September 7, 1999.
(B) Exhibits:
2.1 Agreement and Plan of Merger dated as of
July 12, 1999, among Quebecor Printing Inc.,
and World Color Press, Inc. (attached as
Annex A to World Color's Definitive Proxy
Statement on Schedule 14A filed with the
Securities and Exchange Commission on
September 7, 1999 and incorporated
herein by reference.
99.1 Press release dated October 8, 1999.
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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.
QUEBECOR WORLD (USA) INC.
By: /s/ Jennifer Adams
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Name: Jennifer Adams
Title: Chief Legal and
Administrative Officer
Date: October 12, 1999
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Exhibit 99.1
October 8, 1999 17/99
FOR IMMEDIATE RELEASE Page 1 of 2
QUEBECOR PRINTING COMPLETES MERGER
WITH WORLD COLOR PRESS
MONTREAL - Quebecor Printing Inc. announced today that it has completed the
previously announced merger with Greenwich, Connecticut-based World Color Press,
Inc. The combined new company is the largest commercial printer in the world,
serving customers in magazines, catalogs, books, retail inserts and circulars
and specialty/direct mail printing.
The merger, approved today at a meeting of World Color stockholders, is the
second step in a two step acquisition. In the first step, Quebecor Printing's
wholly owned subsidiary, Printing Acquisition Inc., purchased approximately
50.4% of World Color's share through a cash tender offer. In this second step,
each share of World Color common stock not purchased in the tender offer will be
exchanged for 1.2685 Quebecor Printing subordinate voting shares and US $8.18 in
cash.
As a result of this transaction, Quebecor Printing will issue approximately 25
million subordinate voting shares, including assumption of options to purchase
World Color Press common stock. Following completion, the total number of
Quebecor Printing shares outstanding will be approximately 147 million.
World Color, which was renamed Quebecor World (USA) Inc., will continue as a
wholly owned subsidiary of Quebecor Printing. Quebecor Printing intends to seek
approval from its shareholders at its next annual meeting to be held in April
2000, to change its name to Quebecor World Inc.
"Today marks the final step in achieving our goal to become the world's largest
commercial printer. We are excited about the benefits of this merger for all of
our stakeholders," said Charles G. Cavell, President and CEO of Quebecor
Printing.
"This merger brings together two industry leaders, both of which have much to
offer one another. We are impressed by the degree of synergy that is available
and are working to ensure that we combine the best of both organizations,"
commented Marc Reisch, Chairman, President and CEO of Quebecor World North
America.
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October 8, 1999 17/99
FOR IMMEDIATE RELEASE Page 2 of 2
Quebecor Printing Inc. (NYSE: PRW, ME: IQI, TSE:IQI) is a diversified global
commercial printing company. Following its merger with World Color Press, it is
now the largest commercial printer in the world. The Company is a leader in most
of its major product categories, which include magazines, inserts and circulars,
books, catalogs, specialty printing and direct mail, directories, related
services and CD-ROM mastering and replicating. The Company has over 43,000
employees working in more than 170 printing and related facilities in the United
States, Canada, France, the United Kingdom, Spain, Germany, Sweden, Finland,
Chile, Argentina, Peru, Columbia, Mexico and India.
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NOTE TO EDITORS: For further detail on the World Color acquisition, please
consult Quebecor Printing News Release issued July 12, 1999.
FOR FURTHER INFORMATION:
Christian M. Paupe Angela Olsen
Executive Vice President Director, Corporate Communications
Quebecor Printing Inc. Quebecor Printing Inc.
Tel: (514) 954-0101 Tel: (514) 877-5317
(800) 567-7070 (800) 567-7070
