MULTI COLOR CORP
SC 13G/A, 1998-02-13
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 10)*



                             MULTI-COLOR CORPORATION
- --------------------------------------------------------------------------------
                                (NAME OF ISSUER)



                                  Common Stock
- --------------------------------------------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)


                                   625383 10 4
- --------------------------------------------------------------------------------
                                 (CUSIP NUMBER)


Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


                        (Continued on following page(s))

                                Page 1 of 4 Pages


<PAGE>



 CUSIP NO. 625383 10 4                 13G               Page 2 of 4 Pages
- --------------------------------------------------------------------------------
 1      NAME OF REPORTING PERSONS
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           JOHN C. COURT
           ###-##-####
- --------------------------------------------------------------------------------
 2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a)
           See Item 4                                             (b)   [X]

- --------------------------------------------------------------------------------
 3      SEC USE ONLY


- --------------------------------------------------------------------------------
 4      CITIZENSHIP OR PLACE OF ORGANIZATION

           United States of America
- --------------------------------------------------------------------------------
                        5      SOLE VOTING POWER

       NUMBER OF                 567,742 - See Item 4
        SHARES          --------------------------------------------------------
     BENEFICIALLY       6      SHARED VOTING POWER
       OWNED BY
         EACH                     9,691  - See Item 4
       REPORTING        --------------------------------------------------------
      PERSON WITH       7      SOLE DISPOSITIVE POWER

                                 567,742 - See Item 4
                        --------------------------------------------------------
                        8      SHARED DISPOSITIVE POWER

                                  9,691  - See Item 4
- --------------------------------------------------------------------------------
 9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         577,433  - See Item 4
- --------------------------------------------------------------------------------
10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- --------------------------------------------------------------------------------
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           23.6%
- --------------------------------------------------------------------------------
12      TYPE OF REPORTING PERSON*

           IN
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



ITEM    1(a)   Name of Issuer:     Multi-Color Corporation

        1(b)   Address of Issuer's Principal Executive Office:

               205 West Fourth Street, Suite 1140
               Cincinnati, Ohio  45202

        2(a)   Name of Persons Filing:  John C. Court

        2(b)   Address of Principal Business Office:

               205 West Fourth Street, Suite 1140
               Cincinnati, Ohio  45202

        2(c)   Citizenship:  U.S.A.

        2(d)   Title of Class of Securities: Common Stock, no par value

        2(e)   CUSIP No.:    625383 10 4

        3.     If this Statement is Filed Pursuant to Rules 13d-1(b) or
               13d-2(b), check whether the Person Filing is a:   N/A

        4.     Ownership:

               (a)    See Item 9 of cover page.
               (b)    See Item 11 of cover page.
               (c)    See Items 5-8 of cover page.

               This  Amendment No. 10 to Schedule 13G is filed solely by John C.
          Court. The original Schedule 13G and all Amendments prior to Amendment
          No. 5 to Schedule 13G were filed by Burton D.  Morgan,  John C. Court,
          John D. Littlehale, Thomas F. Costello and John R. Voelker on the same
          Schedule 13G.

               The aggregate amount of shares shown in Items 5, 7 and 9 for John
          C. Court  includes  128,500  options for shares  that are  exercisable
          within  60  days,  39,730  shares  issuable  upon  conversion  of  the
          Company's  Series B Convertible  Preferred Stock and 9,691 shares held
          in a custodial account for the benefit of Mr. Court's child. Mr. Court
          disclaims  beneficial  ownership  of the shares held in the  custodial
          account for his child.

               The  aggregate  amount of shares  shown in Items 5 through 11 for
          Mr. Court does not include shares in the following  Multi-Color  plans
          of which Mr. Court and Mr. Littlehale are trustees: 3,604 shares owned
          by the Multi-Color  Stock Purchase Plan and 16,000 shares held for the
          Multi-Color Defined Benefit Plan.


<PAGE>



       

               John C. Court,  Burton D.  Morgan,  John D.  Littlehale,  John R.
          Voelker,  Thomas F.  Costello and Philip E. Courtier are parties to an
          agreement  ("Agreement")  with the Company pursuant to which they must
          offer  their  shares for sale to the  Company,  and if it  declines to
          purchase, to the other signato ries at a price based on current market
          prices,  if any of them desires to sell shares not in compliance  with
          Section  (e)(1) and (f) of Rule 144  promulgated  under the Securities
          Act of 1933. Mr. Court does not affirm that the Agreement  operates to
          make the signatories  thereto a group for purposes of Section 13(d)(3)
          of the  Securities  Exchange Act of 1934. The Agreement has previously
          been filed as an Exhibit to Registra tion Statement No. 33-15957.

          5.   Ownership of 5% or less of class: N/A


          6.   Ownership of more than 5% on behalf of another person: N/A

          7.   Identification   and   classification  of  the  subsidiary  which
               acquired  the  security  being  reported  by the  parent  holding
               company: N/A

          8.   Identification and classification of members of the group: N/A

          9.   Notice of dissolution of group: N/A

          10.  Certification: N/A





        After  reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.



Date:February 13, 1998                              /s/John C. Court
                                                   -----------------------------
                                                   John C. Court



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