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) September 14, 1998
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PrimeSource Corporation
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(Exact name of registrant as specified in charter)
Pennsylvania 0000-21750 23-1430030
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(State or 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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N/A
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(Former name or former address, if changed since last report.)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
a. On September 14, 1998 (the "Closing Date"), the Registrant acquired the
business including certain assets, and assumed certain liabilities, of the
Graphic Arts Supply Group ("GASG") of Bell Industries Inc.("Bell"),
pursuant to an asset purchase agreement ("Agreement") dated August 28,
1998. The Registrant acquired inventory, receivables, depreciable assets,
customer lists, and certain other tangible and intangible assets, and
assumed certain accounts payable and other accrued liabilities for a net
purchase price of approximately $43.5 million, subject to a post-closing
dollar-for-dollar adjustment to the extent the tangible net worth of the
net assets acquired is greater or less than $31 million on the Closing
Date. In addition, Bell has guaranteed $1.7 million of receivables and $2.7
million of inventory specifically identified by the Registrant. To the
extent the Registrant has not realized the cost of these assets at the end
of a six-month period from the Closing Date, Bell will purchase the assets
and/or reimburse the Registrant for the unrealized value.
The consideration for the sale was arrived at as a result of arms-length
negotiations between the Registrant and Bell. On the Closing Date,
$22,247,000 was paid with the balance payable over ninety days. Funding for
the acquisition is provided from the Registrant's revolving credit
agreement with PNC Bank (agent bank), First Union National Bank and Mellon
Bank, a $10 million uncommitted credit line with PNC Bank and funds from
operations.
b. The acquired assets were used primarily in the supply and distribution of
photographic and graphic arts supplies and equipment. Registrant intends to
continue to use the assets for the same purpose.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) & (b) The Registrant hereby requests a 60-day extension to supply the
required financial and pro-forma statements.
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
William A. Demarco
Vice President of Finance and
Chief Financial Officer
DATE September 25, 1998