As filed with the Securities and Exchange Commission on August 15, 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. 1)
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: $226.32 (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 1/50 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: $226.32
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Form or Registration No.: Schedule 13e-4
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Filing Party: Disc Graphics, Inc.
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Date Filed: July 11, 1997
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Exhibit Index
Located on Page 4
<PAGE>
The undersigned hereby amends the Schedule 13E-4 previously field with
the Securities and Exchange Commission on July 11, 1997 (the "Initial 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 Initial Filing.
This Amendment No. 1 to the Initial Filing hereby amends the Items of
the Initial Filing identified below to reflect the addition of a letter to
holders of Class A Warrants as an exhibit to the Initial Filing and the
incorporation by reference of the information contained therein.
ITEM 9. Material to Be Filed as Exhibits.
Item 9 is hereby amended to add the following:
(a)(8) Letter to Holders of Class A Warrants.
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 __, 1997
Disc Graphics, Inc.
By: _____________________
Margaret Krumholz
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(8) Letter to Holders of Class A Warrants
DISC GRAPHICS, INC.
10 Gilpin Avenue
Hauppauge, New York 11788
August 15, 1997
Dear Holder of Class A Redeemable Common Stock Purchase Warrants:
As a holder of Class A Redeemable Common Stock Purchase Warrants (the
"Class A Warrants") of Disc Graphics, Inc. (the "Company"), you should have
received information regarding the offer by the Company to exchange all of the
outstanding Class A Warrants for common stock of the Company, par value $.01 per
share ("Common Stock") at the rate of one share of Common Stock for each eight
and one-half Class A Warrants tendered. The Exchange Offer expires on August 22,
1997 at 4:00 p.m. New York City time, unless extended.
The Company does not intend to offer to exchange its Class A Warrants other
than pursuant to the Exchange Offer.
Any inquiries you may have with respect to the Exchange Offer should be
addressed to American Stock Transfer & Trust Company who is acting as Redemption
Agent, at 40 Wall Street, 46th Floor, New York, New York 10005, Attention:
Reorganization Department, telephone (718) 921-8200.
Sincerely,
DISC GRAPHICS, INC.
