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
Date of Report (Date of earliest event reported):
February 3, 1999
CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
(Exact name of Registrant as specified in Charter)
New Jersey 0-24021 22-3561164
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
629 Grove Street, Jersey City, New Jersey 07310
(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (201) 217-1990
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(Former name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On February 3, 1999, Cunningham Graphics Realty, L.L.C., a New Jersey
limited liability company ("Realty"), of which the Company is the sole member,
purchased the real property and improvements commonly known as 5 Burma Road,
Jersey City, New Jersey (the "Premises") for a purchase price of $5,525,000 from
Willco Associates 1, L.L.C. ("Willco 1"). The Premises were previously used as a
paper warehouse. The Company intends to renovate the Premises and relocate to
the Premises its existing operations in Jersey City and Midtown New York.
Realty also has a contract with Willco Associates 2, L.L.C. ("Willco 2"),
an affiliate of Willco 1, for the acquisition of an unimproved parcel of land
adjacent to the Premises, for a purchase price of $975,000. The closing of such
transaction is contingent upon the completion of certain environmental
remediation to the satisfaction of the New Jersey Department of Environmental
Protection.
On February 3, 1999, the Company and Realty also obtained a mortgage loan
from Summit Bank, the Company's existing lender, under which the bank agreed to
finance $4,400,000 in respect of the acquisition of the Premises and the
unimproved parcel and $3,000,000 in respect of the cost of the improvements.
The portion of the purchase price for the Premises and the unimproved
parcel in excess of the loan from the bank have and will be paid from the
Company's available cash reserves.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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10.23 Loan Agreement dated February 3, 1999 among Summit Bank,
Cunningham Graphics International, Inc. and Cunningham Graphics
Realty, L.L.C.
10.24 Agreement of Sale dated October 28, 1998 between Willco
Associates-1, L.L.C. and Cunningham Graphics International, Inc.
10.25 Amendment to Agreement of Sale between Willco Associates-1,
L.L.C. and Cunningham Graphics International, Inc. dated
February 3, 1999
10.26 Agreement of Sale dated October 28, 1998 between Willco
Associates-2, L.L.C. and Cunningham Graphics International,
Inc.
10.27 Amendment to Agreement of Sale between Willco Associates-2,
L.L.C. and Cunningham Graphics International, Inc. dated
February 3, 1999
10.28 Assignment of Agreement of Sale
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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 hereunto duly authorized.
Cunningham Graphics International, Inc.
(Registrant)
Dated: February 10, 1999 By: /s/ Robert M. Okin
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Name: Robert M. Okin
Title: Executive Vice President and
Chief Financial Officer
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