SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) November 1, 1996
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PrimeSource Corporation
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(Exact name of registrant as specified in charter)
Pennsylvania 0-21750 23-1430030
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(State of Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4350 Haddonfield Road, Suite 222, Pennsauken, New Jersey 08109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 488-4888
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
a. On November 1, 1996, the Registrant acquired from VGC Corporation ("VGC"),
the operating assets (excluding accounts receivable) of VGC's Minneapolis,
Minnesota; Milwaukee, Wisconsin; Des Moines, Iowa; and Omaha, Nebraska
operations for approximately $11.2 million. The assets acquired consisted
primarily of inventory and property and equipment.
The consideration given was arrived at as a result of arms-length
negotiations. There were no common directors, ownership, or other material
relationships between the Registrant and VGC. Funding for the acquisition
was provided from the Registrant's revolving credit agreement with PNC
Bank.
b. The acquired assets were used primarily in the supply and distribution of
photographic and graphic arts supplies and equipment. The Registrant
intends to continue to use the assets for the same purpose.
Based on the consolidated income and consolidated asset provisions for
determining if a transaction is significant, as amended under SEC Rule
34-37802, the above transaction exceeds the 10% threshold, but is less than
the 20% threshold. Accordingly, as prescribed, no financial or pro-forma
statements are provided under Item 7 of this filing.
EXHIBITS
Exhibit No. Name of Exhibit
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2 Asset Purchase Agreement
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.
PrimeSource Corporation
(Registrant)
By: /s/ WILLIAM A. DEMARCO
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William A. DeMarco
Vice President of Finance and
Chief Financial Officer
(principal financial and accounting officer)
Date November 13, 1996