<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Multi-Color Corporation
_________________________________________________________________
(Name of Issuer)
Common Stock, no par value per share
_________________________________________________________________
(Title of Class of Securities)
625383 10 4
_________________________________________________________________
(CUSIP Number)
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street, 18th Floor
Cincinnati, Ohio 45202
(513) 579-6411
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 2, 1996
_________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [X].
<PAGE>
CUSIP NO. 625383 10 4 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Label Venture Group LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
7 SOLE VOTING POWER
525,000 - See Items 4 and 5
NUMBER OF
BENEFICIALLY 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
525,000 - See Items 4 and 5
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,000 - See Items 4 and 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5% - See Items 4 and 5
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 625383 10 4 13D Page 3 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Louis M. Perlman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
7 SOLE VOTING POWER
525,000 - See Items 4 and 5
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
525,000 - See Items 4 and 5
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,000 - See Items 4 and 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5% - See Items 4 and 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 625383 10 4 13D Page 4 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joseph D. Mark
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 525,000 - See Items 4 and 5
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
525,000 - See Items 4 and 5
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,000 - See Items 4 and 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6% - See Items 4 and 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
___________________
This statement relates to the common stock, $.01
par value per share ("Common Stock") of Multi-Color Corporation
(the "Company"), 4575 Eastern Avenue, Cincinnati, Ohio 45226.
Item 2. Identity and Background.
_______________________
1. Label Venture Group LLC
(a) - (c) Label Venture Group LLC ("Label
Venture") is a Delaware Limited
Liability Company. Venture's principal
business address and the address of its
principal office is 650 Madison Avenue,
21st Floor, New York, New York 10022.
(d) Label Venture during the last five (5)
years, has not been convicted in a
criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Label Venture during the last five (5)
years, has not been a party to a civil
proceeding of a judicial or adminis-
trative body of competent jurisdiction
which resulted in Label being at any
time subject to a judgment, decree or
final order enjoining future violations
of, or prohibiting or mandating
activities subject to, federal or state
securities laws or finding any violation
with respect to such laws.
(f) Not applicable.
2. Louis M. Perlman
________________
(a) - (c) Louis M. Perlman ("Perlman") is a co-
manager of Label Venture. Mr. Perlman's
business address is 19215 Fisher Island
Drive, Fisher Island, Miami, Florida
33109. Mr. Perlman's principal
occupation is a venture capitalist
investor.
(d) Perlman during the last five (5) years,
has not been convicted in a criminal
proceeding (excluding traffic violations
or similar misdemeanors).
(e) Perlman during the last five (5) years,
has not been a party to a civil
proceeding of a judicial or adminis-
trative body of competent jurisdiction
which resulted in Perlman being at any
time subject to a judgment, decree or
final order enjoining future violations
of, or prohibiting or mandating
activities subject to, federal or state
securities laws or finding any violation
with respect to such laws.
<PAGE>
3. Joseph Mark
___________
(a) - (c) Joseph Mark ("Mark") is a co-manager of
Label Venture. Mr. Mark's principal
occupation is the managing director of
Hambro America Securities, Inc., an
investment banking firm. The address of
Hambro America Securities, Inc. is 650
Madison Avenue, 21st Floor, New York,
New York, 10022.
(d) Mark during the last five (5) years, has
not been convicted in a criminal
proceeding (excluding traffic violations
or similar misdemeanors).
(e) Mark during the last five (5) years, has
not been a party to a civil proceeding
of a judicial or administrative body of
competent jurisdiction which resulted in
Mark being at any time subject to a
judgment, decree or final order
enjoining future violations of, or
prohibiting or mandating activities
subject to, federal or state securities
laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds.
__________________________
The Funds used to purchase the Series A Preferred
Stock (as defined below) were raised in a private offering to
investors.
Item 4. Purpose of Transaction.
______________________
This Schedule 13D is being filed to reflect Label
Venture's purchase from the Company of 52,500 shares of the
Company's Series A Convertible Preferred Stock, no par value
("Series A Preferred"). The Series A Preferred is immediately
convertible into 525,000 shares of Common Stock, subject to
adjustment in certain events. Perlman and Mark are the co-
managers of Label Venture.
Label Venture intends to monitor the market for
the Company's securities and may purchase or sell some or all of
the securities from time to time, depending on conditions. Such
purchase or sale could be in one or more public or private
transactions.
Pursuant to the terms of the Series A Preferred
Stock, the holders of the Series A Preferred have the right to
elect one member to the Company's Board of Directors.
Additionally, if the Company defaults in the payment of dividends
for four full quarters, the holders of the Series A Preferred
have the right to elect two additional members to the Company's
Board of Directors. Except for shares of Common Stock that may
be issued upon conversion of the Series A Preferred, and except
as disclosed elsewhere herein, Label Venture has no current
intentions which relate to or would result in any of the
following events:
<PAGE>
(a) The acquisition by any person of additional
securities of the Company, or the disposition of securities of
the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the Company;
(f) Any other material change in the Company's
business or corporate structure;
(g) Changes in the Company's Articles of Incorporation
or Code of Regulations or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted on an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of Issuer.
________________________________
(a) - (b)
Label Venture is the record owner of 52,500 shares of
Series A Preferred Stock as to which it has sole voting and
dispositive power. The Series A Preferred is immediately
convertible into 525,000 shares of Common Stock, or 19.6% of the
Company's Common Stock after giving effect to full conversion of
the Series A Preferred. Perlman and Mark are the co-managers of
Label Venture. Except through their respective 18.7% and 4.7%
equity interest in Label Venture and the management fees payable
by Label Venture to Perlman and Mark, Perlman and Mark disclaim
beneficial ownership of the securities held of record by Label
Venture.
(c) Except as reported herein, none of Label Venture, Mark
and Perlman have effected any transactions in equity securities
of the Company during the past sixty days.
<PAGE>
(d) None
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
______________________________________________________
Label Venture is a party to the following
agreements, all of which are discussed in Item 5 above:
1. Registration Rights Agreement dated May 2, 1996
between the Company and Label Venture relating to the Common
Stock issuable upon exercise of the Series A Convertible
Preferred Stock.
2. Placement Agreement between the Company and Hambro
America Securities, Inc. in connection with the sale of the
Series A Preferred Stock. Hambro America Securities, Inc.
received $171,148.16 for the payment of investment banking and
financial advisory services and the reimbursement of expenses.
Label Venture was not a party to such agreement. Mark is the
managing director of Hambro America Securities, Inc. and a co-
manager of and investor in Label Venture.
Other than as listed above, none of Label Venture,
Mark or Perlman is party to any agreement with respect to any
securities of the Company, including agreements with respect to
the transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to be filed as Exhibits.
________________________________
1. Placement Agreement between the Company and Hambro
America Securities, Inc.
2. Statement of Joint Filing.
<PAGE>
After reasonable inquiry and to the best knowledge
and belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
LABEL VENTURE GROUP LLC
Dated: May 10, 1996 BY: /s/Louis M. Perlman
__________________________
Louis M. Perlman
Its: Co-Manager
/s/Louis M. Perlman
_____________________________
Louis M. Perlman
/s/Joseph D. Mark
______________________________
Joseph D. Mark
<PAGE>
EXHIBIT 1
[HAMBROS LETTERHEAD]
August 23, 1995
PERSONAL AND CONFIDENTIAL
Mr. John C. Court
Chief Executive Officer and President
Multi-Color Corporation
4575 Eastern Avenue
Cincinnati, Ohio 45226
Dear Mr. Court:
The purpose of this letter is to outline the
arrangements under which Hambro America Securities, Inc.
("Hambro") is engaged by Multi-Color Corporation (the "Company")
as the Company's financial advisor and investment banker in
connection with providing the Company with recommendations
regarding its strategic alternatives ("Phase 1") and, if
requested by the Company's Board of Directors, represent the
Company in connection with the implementation of such
recommendation(s) ("Phase 2"), including, but not limited to, (i)
the placement of $3 million to $5 million of equity and/or
equity-linked securities (the "Securities") or (ii) the sale of
all or a portion of the Company.
Section 1. Services to be Rendered. In connection
with its engagement hereunder, Hambro will, to the extent
required, (i) conduct due diligence on the Company to better
understand its underlying business, financial condition and
prospects; (ii) analyze and evaluate the Company's strategic
alternatives; (iii) present such analyses and recommend
appropriate alternatives to the Company's Board of Directors (the
"Presentation"); and (iv) as appropriate, assist the Company with
the implementation of Phase 2, which could include either (a)
placing the Securities or (b) selling all or a portion of the
Company.
Section 2. Compensation. For Hambro's services
hereunder, the Company agrees to compensate Hambro in cash as
follows:
<PAGE>
(a) A non-refundable financial advisory fee of
$50,000; $25,000 of such amount payable upon the
execution of this letter agreement and $25,000
payable in two (2) consecutive monthly payments of
$12,500, with the first of such monthly payments
payable thirty (30) days from the date hereof.
(b) At the closing of a Placement (as defined
hereinafter), a success fee equal to six percent
(6.0%) of any amount of equity and/or equity-
linked capital raised in connection with a
Placement, against which the financial advisory
fee as provided for in Section 2.(a) hereof shall
be credited; provided, however, in no event shall
the success fee be less than $200,000, against
which the financial advisory fee as provided for
in Section 2.(a) hereof shall be credited.
(c) At the closing of a Transaction (as defined
hereinafter), a success fee equal to $400,000 plus
five percent (5.0%) of the Aggregate Consideration
(as defined hereinafter) in excess of a value to
be determined between Hambro and the Company, upon
the Board of Directors' approval to sell all or a
portion of the Company, against which the
financial advisory fee as provided for in Section
2.(a) hereof shall be credited. In the event of a
Transaction involving only the Company's
conventional labels business, the calculation of
the success fee shall not be determined by the
formula outlined above, but shall be mutually
agreed upon between Hambro and the Company prior
to the commencement of Phase 2 or at a more
appropriate date.
Additional fees shall be payable to Hambro for services
provided which are not contemplated by this letter agreement.
Such additional fees shall be based upon the nature of the
additional services provided and shall be mutually agreed upon
between Hambro and the Company.
For purposes of this letter agreement, a Placement will
be defined as the funding through Hambro America Securities, Inc.
of any equity and/or equity-linked securities issued by the
Company (and/or any of its affiliates).
For the purposes of this letter agreement, a
Transaction shall be defined to include any transaction or series
or combination of transactions, not in the ordinary course of
business, whereby, directly or indirectly a controlling interest
(defined as greater than 50%) in the Company or any of its
businesses or any of its respective assets are transferred for
consideration, including, without limitation, a sale or exchange
of capital stock or assets, a merger or consolidation, a
leveraged buyout, the formation of a joint venture, a leveraged
recapitalization, spin-off or any similar transaction or
transactions having similar effect.
For purposes of this letter agreement, Aggregate
Consideration shall be defined as the total amount agreed to in
writing (including amounts to be paid in escrow) to be paid to
the Company and/or the Company's shareholder(s) in payment or
exchange for the assets or stock or other equity ownership
(including amounts to be received by the holders of any options,
warrants and convertible securities), plus the value of any debt,
capital lease and preferred stock obligations of the Company
assumed, retired or defeased in connection with the Transaction.
To the extent the Company's shareholder(s) retain any residual
interest in the assets or operations of the Company, the present
value of such residual interest (as mutually agreed to by the
Company and Hambro) shall be included in the calculation of
Aggregate Consideration. Any amount to be paid contingent upon
future events shall be estimated for purposes of the fee
calculation at an expected value mutually agreeable to the Company
and Hambro at the time of closing, except that amounts held in
escrow shall be deemed paid at closing. To the extent that less
than all, but more than fifty percent (50%), of the common equity
securities are purchased for purposes of this calculation, the
common equity value will be determined by assuming that all of the
common equity securities have been purchased under the same terms
at the same price as those common equity securities which are actually
purchased in connection with the sale of the Company.
<PAGE>
Section 3. Role as Placement Agent. Hambro will be
the Company's sole and exclusive banking representative in
connection with the Placement, including negotiations with any
entity concerning the sale of the Securities.
In soliciting purchases of the Securities, Hambro will
act solely as your agent and not as principal, Hambro shall make
reasonable efforts to assist you in obtaining performance by any
purchaser whose offer to purchase the Securities has been
solicited by Hambro. However, Hambro will not have any liability
to you in the event any such purchase is not consummated for any
reason and will not have any obligation to purchase the
Securities under any circumstances.
Section 4. Indemnification. Hambro and the Company
have entered into a separate letter agreement, dated the date
hereof, providing for the indemnification of Hambro by the
Company in connection with Hambro's engagement hereunder.
Section 5. Expenses. In addition to any fees that
may be payable to Hambro, the Company hereby agrees, from time to
time upon request, to reimburse Hambro for all of its reasonable
out-of-pocket expenses incurred in connection with or otherwise
arising out of Hambro's engagement hereunder. These expenses may
include charges for travel, research, supplies, word processing,
telephone, facsimile and the fees for our attorneys should their
advice be required.
Section 6. Termination of Engagement. Hambro's
engagement hereunder may be terminated by either the Company or
Hambro at any time, with or without cause, upon written advice to
that effect to the other party; provided, however, that in any
event, Hambro shall be entitled to its full fee as provided for
in Section 2.(a) hereof; and provided further, in the event that
a Placement (as defined herein) or a Transaction (as defined
herein) is consummated at any time within two (2) years of such
termination (and in the case of a Transaction, with any party
which was identified by, and/or in contact with, the Company
and/or Hambro during the term of the engagement hereunder),
Hambro shall be entitled to its full fee as provided for in
Sections 2.(b) or 2.(c) hereof (as applicable). The provisions
of this Section 6 and Sections 4 and 5 hereof shall survive any
such termination.
Section 7. Miscellaneous.
(a) Hambro will be under no obligation to make an
independent appraisal of assets or an independent
investigation or inquiry as to any representation
of, or information supplied by and regarding, the
Company and/or any of its affiliates. The Company
represents that, to the best of its knowledge, all
information and documents supplied to Hambro by
the Company and/or any of its affiliates will be
accurate and complete in all material respects.
It is understood that Hambro will rely on the accuracy
and completeness of all information and all documents
furnished to it and shall have no liability with respect
to any errors, mistakes or inadequacy relating to such
information or documents.
<PAGE>
(b) The Company expressly acknowledges that Hambro has
been retained solely as an agent and financial
advisor to the Company, and not as an agent of, or
financial advisor to, any other person, and that
the Company's engagement of Hambro is not intended
to confer rights upon any persons not a party
hereto (including shareholders, employees or
creditors of the Company) as against Hambro,
Hambro affiliates or their respective directors,
officers, agents and employees.
(c) The Company will not furnish any material prepared
by Hambro hereunder to any other person or
persons, or publicly disclose any advice or
opinion rendered by Hambro hereunder, without
Hambro's prior approval.
(d) This letter agreement and the indemnification
agreement, both dated the date hereof, will be
deemed made in the State of New York. Such
agreements and all controversies arising from or
related to performance under such agreements will
be governed by the laws of the State of New York,
without regard to such state's rules concerning
conflicts of laws. The Company hereby irrevocably
and unconditionally consents to such state's
jurisdiction and venue in any court of the State
of New York or any Federal court sitting in the
State of New York for the purposes of any suit,
action or other proceeding arising out of this
letter agreement or any of the agreements or
transactions contemplated by this letter agreement
and hereby agrees that all claims in respect of
any such suit, action or proceeding may be heard
and determined in any such court. The Company
hereby irrevocably consents to the service of
process of any of the aforementioned courts in any
such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail,
postage prepaid, to the Company at its address set
forth above, such service to become effective ten
(10) days after such mailing.
(e) This agreement may be executed in counterparts,
all of which together will be considered a single
instrument.
Please confirm that the foregoing is in accordance with
your understanding by signing and returning to us the enclosed
duplicate of this letter.
Very truly yours,
HAMBRO AMERICA
SECURITIES, INC.
By:/s/Joseph D. Mark
__________________________
Joseph D. Mark
Managing Director
<PAGE>
Acknowledged and agreed to in full:
MULTI-COLOR CORPORATION
By:/s/John C. Court
____________________________
Name: John C. Court
________________________
Title: President
________________________
Date: August 23, 1995
________________________
<PAGE>
August 23, 1995
Hambro America Securities, Inc.
650 Madison Avenue
New York, New York 10022
Gentlemen:
In consideration of your agreement to provide us with
financial advisory and investment banking services, we agree to
indemnify and hold harmless you and your affiliates, the
respective directors, officers, agents and employees of you and
your affiliates and each other person, if any, controlling you or
any of your affiliates from and against any losses, claims,
damages or liabilities (or actions in respect thereof) related to
or arising out of such engagement of your role in connection
therewith, and will reimburse you and any other party entitled to
be indemnified hereunder for all expenses (including counsel
fees) as they are incurred by you or any such other indemnified
party in connection with investigating, preparing or defending
any such action or claim, whether or not in connection with
pending or threatened litigation in which you are a party. We
will not, however, be responsible for any claims, liabilities,
losses, damages or expenses that result primarily from your bad
faith or gross negligence. We also agree that neither you, nor
any of your affiliates, nor any officer, director, employee or
agent of you or any of your affiliates, nor any person
controlling you or any of your affiliates shall have any
liability (whether direct or indirect, in contract or tort or
otherwise) to us for or in connection with such engagement except
for any such liability for losses, claims, damages, liabilities
or expenses incurred by us that result primarily from your bad
faith or gross negligence.
If such indemnification is for any reason not available, we
agree to contribute to the losses, claims, damages and
liabilities involved in such proportion as it is appropriate to
reflect the relative benefits received (or anticipated to be
received) by us and by you from the actual or proposed
transaction giving rise to your engagement as well as other
possible considerations such as the relative fault of us on the
one hand and of you on the other hand. Under no circumstances
(whether in connection with contribution, indemnification or
<PAGE>
otherwise) shall Hambro and the other persons indemnified
hereunder be responsible for amounts which in the aggregate are
in excess of the amount of any fee received by Hambro in
connection with its engagement.
We further agree that we will not, without the prior written
consent of Hambro (which will not be unreasonably withheld),
settle or compromise or consent to the entry of any judgment in
any pending or threatened claim, action, suit or proceeding in
respect of which indemnification may be sought hereunder (whether
or not Hambro or any indemnified person is a party therein)
unless the foregoing includes an unconditional release of Hambro
and such other indemnified person hereunder from all liability
arising therefrom.
Our indemnity, reimbursement and contribution obligations
under this letter agreement shall be in addition to any rights
that Hambro or any indemnified, person may have at common law or
otherwise, WE AND YOU WAIVE ANY RIGHT TO TRIAL BY JURY WITH
RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF YOUR ENGAGEMENT OR
THIS LETTER AGREEMENT.
It is understood that your services hereunder may be
terminated with or without cause by you or by us at any time,
without liability or continuing obligation to you or to us
(except for any fees, compensation and expense reimbursement you
are entitled to receive pursuant to your letter agreement with us
dated the date hereof), and except that, regardless of any such
termination or completion of such assignments, the provisions
contained in the preceding paragraphs shall remain operative and
in full force and effect.
Very truly yours,
MULTI-COLOR CORPORATION
By: /s/John C. Court
___________________________
John C. Court
Chief Executive Officer and
President
Accepted:
HAMBRO AMERICA SECURITIES, INC.
By: /s/Joseph D. Mark
_________________________________
Joseph D. Mark
Managing Director
Date: August 23, 1995
_________________________________
<PAGE>
EXHIBIT 2
JOINT FILING STATEMENT
This Joint Filing Statement is executed this 10th day
of May, 1996 among Label Venture Group LLC, a Delaware limited
liability company ("Label Ventures"), Louis M. Perlman
("Perlman") and Joseph D. Mark ("Mark").
WHEREAS, as of the date hereof, Label Venture is the record
owner of 52,500 shares of Multi-Color Corporation Series A
Convertible Preferred Stock ("Series A Preferred");
WHEREAS, Mark and Perlman are the Co-Managers of Label
Venture, and because of said position may be deemed to be the
beneficial owner of the Series A Preferred owned by Label
Venture;
NOW, THEREFORE, Label Venture, Perlman and Mark do
hereby agree to file jointly with the Securities and Exchange
Commission any Schedules or other filings or amendments thereto
made by or on behalf of Label Venture pursuant to Section 13(d)
of the Securities Exchange Act of 1934.
LABEL VENTURE GROUP LLC
BY:/s/ Louis M. Perlman
________________________
Louis M. Perlman
ITS: Co-Manager
/s/Louis M. Perlman
___________________________
LOUIS M. PERLMAN
/s/Joseph D. Mark
___________________________
JOSEPH D. MARK
