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The biggest news on the mergers and acquisitions front in 1996 remains the merger that wasn't: Moore Corp. dropped its efforts to acquire Wallace following the Lisle, Ill., firm's long fight to remain independent. Even so, the proposed deal focused attention on the industry's largest players and caused many to speculate about further consolidation among the industry's direct selling firms. (Reynolds & Reynolds purchased a struggling Duplex Products in 1996.)Mergers and Acquisitions in 1996
Among the other big news on the acquisitions front:
* Reynolds continues to grow through acquisition. In addition to the Duplex deal, the Dayton, Ohio, company announced in November plans to acquire Vanier Graphics by year-end. It bought Jordan Graphics, a regional direct selling firm strong in the Southeast, in early 1996.* There was further consolidation in the stock tab industry. CST Office Products bought competitor Star Forms, Moline, Ill.
* Several deals occurred involving significant independent manufacturers. Among them: Transkrit Corp. was acquired by National Fiberstock (DEC International), and Champion Industries announced plans to acquire Interform, a deal expected to be finalized at the beginning of this year.
* Corporate Express, a large office products company, entered the distributor market with the acquisition of Forms and Supplies in Memphis. Corporate Express already owned Ross Martin, a Tulsa, Okla., firm known for its success in forms management.
* JetForm emerged as an even more formidable player in the e-forms business, thanks to its acquisition of Symantec Corp.'s Delrina Group e-forms business, and, to a lesser extent, the purchase of Eclipse Corp.
Jim Anderson, president of Corporate Development Associates, a Hilton Head, S.C., firm specializing in mergers and acquisitions in the forms industry, says there are still some unanswered questions about the direction of mergers in the forms industry. Among the titillating possibilities for the future: Will a large commercial printer make a move to enter this niche as more players offer digital printing? Will other large distributors attempt to integrate manufacturing firms into their fold such as Standard Forms' chairman did with the 1993 acquisition of Hano? Will someone outside the industry such as Corporate Express or Alco Standard consolidate small distributors as Precept has begun to do? Will any of the regional directs merge with each other? How much consolidation and/or partnering will there be among trade manufacturers?
As a review, the following is a partial list of mergers and acquisitions that occurred from January to November last year.
Admore Inc., a Detroit area subsidiary of Ennis Business Forms Inc., purchased Crestline Thermo Gravers Inc., a Los Angeles manufacturer of presentation folders and video boxes.
The Allen Co., Blanchester, Ohio, was sold to Allen Dohan, president and CEO. Dohan, the nephew of the founder, purchased the firm from the Allen family and other stockholders.
American Loose Leaf, St. Louis, was acquired by U.S. Office Products, Washington.
American Pad & Paper, a Dallas-based office products company, purchased Niagara Envelope, Buffalo, N.Y.
Bank-N-Business Systems, Shreveport, La., acquired Top Notch Promotions, a fellow Shreveport distributor with expertise in ad specialties.
CCL Industries Inc., Willowdale, Ontario, purchased Avery Dennison's pressure sensitive labels business that provides high quality labels for the health and beauty aids and pharmaceutical markets. The business, with 1995 sales of approximately $95 million (Canadian), included plants in Monrovia, Calif.; Cincinnati; Rexdale, Ontario; and Mexico City.
Champion Industries Inc., Huntington, W.Va., signed an agreement to purchase all of the stock of Interform Corp., Bridgeville, Pa., from Guaranty Reassurance Corp., Jacksonville, Fla. The deal included Consolidated Graphic Communications, a distributorship owned by Interform. In 1996, Champion also acquired Smith & Butterfield Co., an Evansville, Ind., supplier of office products and office furniture. Champion purchased most of the assets of The Merten Company, a high-quality, 4-color printer in Cincinnati. Champion's wholly-owned subsidiary Bourque Printing, Baton Rouge, La., paid cash and assumed certain liabilities of E.S. Upton Printing Company Inc., New Orleans, in exchange for substantially all of Upton's assets. The deal was completed in accordance with Upton's Chapter 11 bankruptcy case.
Commander Printed Products, a Ventura, Calif., distributorship, acquired Grayco Business Forms, a fellow distributorship also based in Ventura. Grayco's founder Paul Gray joined Commander.
Continu-Graphics Inc., a new entity affiliated with Quick Tech Business Forms Inc., purchased most of the assets of Continu-forms Inc., a Kulpsville, Pa., manufacturer.
Corporate Express Inc., a distributor of office supplies, furniture and services to large corporations, acquired Forms and Supplies Inc., a Memphis distributorship.
CST Office Products Inc.'s owner, the Thomas H. Lee Company, sold the firm to the Gordon Morris Group for $73.5 million.
Datagraphic Inc., a Roswell, Ga., manufacturer, combined operations with Precisionforms Inc., Jaffrey, N.H.
Deluxe Corp., St. Paul, Minn., sold several parts of its business as part of a major restructuring program. Deluxe sold its Financial Forms and Services division to Northstar Computer Forms Inc. in July. Deluxe sold its Colwell health care forms business to Patterson Dental Co., a large distributor of dental products based in St. Paul. Also in 1996, Deluxe sold the assets of its Printwise ink division to SICPA Industries of America Inc., the Springfield, Va., subsidiary of SICPA Holding SA of Lausanne, Switzerland. As part of the agreement, SICPA became the exclusive supplier of Printwise products to Deluxe. In November, Deluxe officials announced they entered into an agreement to sell the Financial Alliance Processing Services Inc. subsidiary to FA Holdings Inc. Financial Alliance, based in Louisville, Ky., is a credit and debit card processing services company. FA Holdings is a company organized by the current management of Financial Alliance and Inverness/Phoenix LLC, a Connecticut investment firm. In addition, Deluxe purchased the assets of American Data Resources, a Laguna Hills, Calif., supplier of proprietary homeowner, consumer and market research information used by financial institutions and retailers for data base marketing. ADR is now part of the Deluxe Financial Services marketing unit.
Direct Color, a Long Beach, Calif., commercial printer, agreed to be acquired by Consolidated Graphics Inc., a large printing company with operations in 14 markets, including Dallas, Denver, Houston, Phoenix, San Diego and Seattle.
Ennis Business Forms Inc., Ennis, Texas, acquired InstaColor short run commercial printing capabilities and the Printers' Mall commercial printing software project from Heath Printing, Seattle. InstaColor marks the firm's entree into high-end commercial printing; Printers' Mall is scheduled for release early this year.
1st Forms Inc., Mississauga, Ontario, purchased a controlling interest in Automated Word/Flo, a label/form, label and card affixing manufacturer based in Cambridge, Ontario.
Flint Ink Corp. purchased BASF Corp.'s North American Graphics Group. The acquisition included BASF's pigment manufacturing plant in Holland, Mich., which now operates as part of CDR Pigments & Dispersions, a Flint Ink division in Elizabethtown, Ky. The acquisition also included BASF's publication gravure ink manufacturing operation in Warsaw, Ind., a web offset plant in Illinois and satellite operations in California, Tennesee and Minnesota.
FMC Resource Management, a Monroe, Wash., distributorship, was sold to Merrill Corp., St. Paul, Minn. Merrill Corp. provides document management services, including insurance and financial printing, on-demand printing, data base management services and distribution. FMC, with 1995 sales that exceeded $16 million, operates as an independent subsidiary of Merrill. All employees remained in place. Merrill also acquired certain assets of Corporate Printing Co., a regional financial printer in the Northeast with offices in New York and Washington, D.C.
Forms Management Inc., a Tallahassee, Fla., distributorship, acquired Professional Forms Management Inc., a Dothan, Ala., distributorship. Professional Forms Management became a branch of Forms Management, and its president became a branch manager for Professional.
Fraser Paper Ltd., Stamford, Conn., Cross Pointe Paper Corp., St. Paul, Minn., and Thorold Specialty Papers, Thorold, Ontario, merged to create a specialized paper company. All three are wholly owned by Noranda Forest Inc.
F.L. Haus Co. purchased the assets of Digital Documents Ltd., a McMurray, Pa., distributorship owned by Dominick Pandolfo, CFC. Digital Documents is now a division of F.L. Haus Co.
James River Corp., the Richmond, Va., papermaker, sold its Flexible Packaging unit to Printpack Inc., Atlanta, in August. The firm also sold its CZ Inks division to Progressive Ink Co. LLC. Both sales are part of a restructuring.
JetForm Corp., Ottawa, Ontario, acquired Delrina Group's electronic forms business from Symantec Corp. in September. The acquisition included full ownership and rights to all of Delrina's e-forms related products and technology. JetForm also completed a stock swap agreement to acquire Eclipse Corp., a Norcross, Ga., provider of FormsPlus/400 electronic forms software for the AS/400.
Mail-Well Inc.'s subsidiary Graphic Arts Center Inc. acquired Shepard Poorman Communications, a commercial printer located in Indianapolis. Mail-Well's wholly owned Canadian subsidiary Supremex acquired Pac National Group, an Ontario producer of envelopes and courier packages. Mail-Well also acquired all of the assets and certain liabilities of Quality Park Products Inc. from The Triumph Group, Wayne, Pa. Quality Park Products, St. Paul, Minn., is an envelope manufacturer serving the office products market. Sales of Quality Park Products for the year ended March 31 exceeded $95 million. Mail-Well is located in Englewood, Colo.
Mark Andy Inc., a manufacturer of flexographic presses, sold Tools & Production Inc., Temple City, Calif., to Michael Lamberti. Lamberti was general manager of the manufacturer of rotary punching equipment for 10 years.
Mead Corp., Dayton, Ohio, acquired Boise Cascade's coated publication business. The sale includes a pulp and paper mill in Maine and 667,000 acres of supporting timberland.
Metro Graphic Communications Inc., a Gaithersburg, Md., distributorship, merged the trade name and clients of Ellay Graphics Inc., a Silver Spring, Md., distributorship, into its operations.
Moore Corp.'s wholly owned U.S. subsidiary purchased Aetna's Enterprise Document Management unit, a printing operation based in Windsor, Conn. Terms of the sale included a commitment by Aetna to purchase more than $45 million in printing annually from Moore through the year 2000. Moore also sold its MultiCopy chain of quick print and copy centers in Europe to Sir Speedy. Also in 1996, the world's largest forms company acquired NEPS Inc., a Londonderry, N.H., company that provides network and enterprise software printing solutions. In addition, Moore Data Management Services acquired OLS, a privately held real estate software developer headquartered in Matteson, Ill., outside of Chicago. The division of Moore's U.S. subsidiary also purchased Boris Systems Inc. and U.S. Recognition, providers of multiple listing software. Both were owned by Norwest Mortgage Inc.
Pacific Data Forms, a Long Beach, Calif., manufacturer, acquired National Card West, a Santa Fe Springs, Calif., manufacturer of card products, including tab cards, time cards and response cards. The Santa Fe Springs facility was closed.
Poser Business Forms Inc., Fairhope, Ala., purchased Labels One, a Houston-based manufacturer. Bob Nicolosi, facility manager for Labels One, manages the operation as plant manager for Poser Labels.
Precept, a large Dallas distributorship, purchased Hepco Printing Corp., Amityville, N.Y., a Long Island distributorship.
Presstek Inc., a Hudson, N.H., developer of computer-to-press imaging technology, acquired 90 percent of Catalina Coatings Inc., Tucson, Ariz., for $8.4 million in cash. Catalina Coatings develops and licenses proprietary coating technology for film, paper and other substrates.
Rainbow Printing, a Uniontown, Ohio, manufacturer of plastic ID and prepaid phone cards, acquired Daylux Co., Berkeley Heights, N.J. Daylux produces plastic specialties.
Reynolds and Reynolds, Dayton, Ohio, announced plans to acquire Vanier Graphics Corp. from ABP, Atlanta. The deal was expected to close at year-end 1996. Also last year, R&R acquired Duplex Products Inc., Sycamore, Ill. Reynolds closed Duplex's headquarters in Sycamore and is in the process of closing some Duplex plants and combining others with nearby Reynolds plants. Reynolds also purchased the assets of Jordan Graphics Inc., a regional manufacturer with a plant in Charlotte, N.C. Jordan Graphics, which had 1995 sales of more than $50 million, was a subsidiary of Ruddick Corp., a diversified holding company. In addition, Reynolds acquired the assets of Wheeler Management Associates Inc., an automotive consultant based in Leesburg, Va.. Wheeler continues to operate independently and assists Reynolds officials in providing solutions to automobile dealers and manufacturers.
SBF Communication Graphics, a Philadelphia manufacturer, was acquired by a group of investors led by Stan Goldman. Goldman, previously a small investor in SBF, is now president.
Sovereign Business Forms, Houston, purchased Tri-C Business Forms, a Houston manufacturer, and Curtis Business Forms, a manufacturer based in Holyoke, Mass.
The Standard Register Co., Dayton, Ohio, purchased Piedmont Printing Co. Inc., a manufacturer of financial documents based in Monroe, N.C. Also, SR announced plans to sell its Advanced Medical Systems Division, West Trenton, N.J. The $2.5 million entity develops and markets materials management software for hospitals.
Star Forms Inc.'s parent company Bowater Inc. sold Star to CST Office Products Inc. for approximately $80 million-$60 million in cash and $20 million in notes. The deal included all Star manufacturing plants, distribution centers, employees and the proprietary technology to manufacture Star's EB*20 and EW*20 recycled product lines.
Sterling Business Forms Inc., a Medford, Ore., manufacturer, acquired Pacific Printing & Graphics, Hayward, Calif., a manufacturer that was a division of Independent Business Group.
Transkrit Corp., Roanoke, Va., was sold to National Fiberstok Corp. for $86 million. The cash purchase included Transkrit's subsidiaries, Label Art Inc., Wilton, N.H., and Short Run Labels Inc., San Carlos, Calif. National Fiberstok is the operating entity for DEC International Inc., a holding company with investments in printing and paper converting divisions, including Double Envelope and Convertagraphics. National Fiberstok has five manufacturing locations, including one in Roanoke. Transkrit was sold by parent company Rogers Communications, a telecommunications conglomerate in Toronto that acquired Transkrit in 1994 when it purchased Transkrit's parent company, Maclean Hunter Ltd., a cable TV and publishing company.
Union Camp Corp., a Wayne, N.J., papermaker, acquired all of the common stock of Alling and Cory, a Rochester, N.Y., paper distributor. The paper distributor had sales of $773 million in 1995.
Wallace, Lisle, Ill., purchased Post Printing Inc., an $8 million, privately held commercial printer in West Bend, Wis. Also, Wallace sold its LASERMAXª division to Stralfors A.B. of Ljungby, Sweden. Wallace had distributed Stralfors' high-speed paper handling systems under the LASERMAX brand name.
Woodbury Business Forms Inc., a La Grange, Ga., manufacturer, acquired Caribbean Business Forms Inc., a Miami manufacturer.
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