As filed with the Securities and Exchange Commission on August 29, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 2)
Disc Graphics, Inc.
(Name of Issuer)
Disc Graphics, Inc.
(Name of Person(s) Filing Statement)
Class A Redeemable Common Stock Purchase Warrants
(Title of Class of Securities)
254590110
(CUSIP Number of Class of Securities)
Nancy D. Lieberman
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Suite 225
Jericho, New York 11753
(516) 822-4820
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
July 11, 1997
(Date Tender First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation: $1,131,617.44 (a) Amount of Filing Fee: $226.33 (b)
(a) Calculated as the value of 317,647 shares of Common Stock, the maximum
number of shares of Common Stock which may be issued in the exchange offer, at
the market price of the Common Stock on July 7, 1997.
(b)Calculated as 1/33 of 1% of the Transaction Valuation.
[x] Check box if any part of the fee is offset as provided by Rule 0-1
l(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $226.33
Form or Registration No.: Schedule 13e-4
Filing Party: Disc Graphics, Inc.
Date Filed: July 11, 1997
Exhibit Index
Located on Page 4
<PAGE>
The undersigned hereby amends the Schedule 13E-4 previously field with the
Securities and Exchange Commission ("SEC") on July 11, 1997, as amended by
Amendment No. 1 filed with the SEC on August 15, 1997 (as so amended, the
"Filing") relating to the exchange offer by the undersigned for all of the
issued and outstanding Class A Warrants. Unless otherwise indicated, all
capitalized terms shall have the meanings ascribed to them in the Filing.
This Amendment No. 2 to the Filing hereby amends the Items of the Filing
identified below to reflect the expiration of the Exchange Offer on August 22,
1997 at 4:00 p.m. New York City time, the tender of 435,595 Class A Warrants
pursuant to the terms of the Exchange Offer and the acceptance for exchange by
the undersigned of such tendered Class A Warrants in exchange for an aggregate
51,239 shares of Common Stock and, in connection therewith, the addition of a
Press Release dated August 29, 1997 ("Press Release") as an exhibit to the
Filing and the incorporation by reference of the information contained therein.
ITEM 1. Security and Issuer
Item 1(b) is hereby amended to add the following:
The Exchange Offer by the Issuer expired on August 22, 1997 at 4:00 p.m.
New York City time. At the expiration of the Offer, 435,595 Class A Warrants had
been tendered and received by the Exchange Agent pursuant to the terms of the
Exchange Offer. The Issuer accepted such tendered Class A Warrants for exchange
on August 29, 1997.
ITEM 8. Additional Information
Item 8(e) is hereby amended to add the following:
(e) The Press Release, attached as Exhibit (a)(9), is hereby incorporated
herein by reference.
ITEM 9. Material to Be Filed as Exhibits.
Item 9 is hereby amended to add the following:
(a)(9) Press Release.
<PAGE>
SIGNATURE
After due 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.
Dated: August 29, 1997
Disc Graphics, Inc.
By:s/Donald Sinkin
Donald Sinkin
President and Chief Executive
Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(9) Press Release
FOR IMMEDIATE RELEASE
DISC GRAPHICS ANNOUNCES COMPLETION OF WARRANT EXCHANGE
Hauppauge, NY (August 29, 1997) - Disc Graphics, Inc. (NASDAQ Small Cap:
DSGR) announced today that 435,595 of its 2.7 million outstanding Class A
warrants had been tendered under an exchange offer that expired August 22, 1997.
Disc Graphics announced the commencement of the exchange offer on July 11, 1997.
The exchange, at the rate of one share of the Company's common stock, par
value $.01 per share for every 8.5 warrants tendered, will result in the
issuance of 51,239 shares of common stock. Disc Graphics had approximately 5.38
million shares of common stock outstanding prior to the exchange.
"We are pleased to have been able to give our warrant holders this
opportunity to convert their holdings to equity in the Company," said Donald
Sinkin, Chairman, CEO, and President of Disc Graphics. "It has provided them
with increased liquidity and also reduced the potential dilution of our common
stock, which was our objective."
The warrants were issued in November, 1993 in an initial public offering of
units consisting of one share of common stock and two Class A warrants, each
convertible through November 10, 1999 into one share of common stock at an
exercise price of $5.50.
Approximately 168,000 of the warrants tendered were owned by the Company.
The 19,764 common shares issuable to the Company pursuant to the exchange will
be held as treasury stock, Company officials said.
Disc Graphics, headquartered in Hauppauge, New York is a diversified
manufacturer and printer of specialty packaging focused on the home video,
pharmaceutical, music, publishing and cosmetics markets. Its products include
pre-recorded video, CD-ROM and audiocassette packaging, folding cartons for
pharmaceuticals and cosmetics, pressure-sensitive labels, book jackets, posters
and general commercial printing.
For Further Information Contact:
John Aneralla Margaret Krumholz
Buttonwood Advisory Group, Inc. Chief Financial Officer,
Disc Graphics, Inc.
Telephone: (800) 940-9087 Telephone: (516) 234-1400
