Graphic Industries Inc.

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Graphic Industries Inc.

2155 Monroe Drive Northeast
Atlanta, Georgia 30324
(404) 874-3327
Fax: (404) 874-7589

Wholly Owned Subsidiary of Wallace Computer Services, Inc.
Incorporated: 1970
Employees: 3,200
Sales: $437.1 million (1997)
SICs: 2752 Commercial PrintingLithographic; 2754 Commercial PrintingGravure; 2759 Commercial Printing, Not Elsewhere Classified; 6719 Holding Companies, Not Elsewhere Classified

One of the ten highest-volume commercial printing operations in the United States, Graphic Industries was founded in Atlanta in 1970. The company has grown far beyond its original base, to include a network of twenty-two printing and related service businesses stretching from Texas to Connecticut. Known for an aggressive strategy of growth through acquisition, Graphic Industries itself became the target of an acquisition by Wallace Computer Services, Inc. in 1998. After the merger was completed, Graphic Industries and its operations were integrated into those of Wallace, and the company took on the Wallace name.

The Old Roots of a Young Company

Graphic Industries, Inc. was born in Atlanta in 1970, but the roots of some of its subsidiaries are much older. Among the twenty-two companies which make up the Graphic Industries network, one was founded ninety-nine years before Graphic, in 1871. Four other companies in the network were started near the end of World War II.

As for the Atlanta roots of Graphic Industries, these lie in Williams Printing Company, which continues to operate as a subsidiary. In fact, its facilities near Georgia Techclearly visible to travelers passing through Atlanta on the Downtown Connector created by interstates 75 and 85are more visible than those of the parent. Founded in 1922 by Jesse R. Williams, Williams Printing began as a one-man enterprise. Williams persevered during the difficult years of the Great Depression, gradually expanding his printing business. By the 1940s, when Mark C. Pope III went to work for him, Williams Printing was an Atlanta institution.

In 1955, Popejust thirty years old at the timebecame president of Williams Printing. He would hold that position until 1970, at which time Graphic Industries was created to bring Williams Printing together with six smaller companies. Within a decade, the newly-formed enterprise had grown to become the largest full-line printer in the southeastern United States, with the most diversified line of services in the region.

By 1984, however, Graphic Industries had begun to expand beyond the Southeast. That year, it acquired W. E. Andrews Co., Inc., of Bedford, Massachusetts. Over the next thirteen years, the company acquired numerous businesses in Connecticut, Florida, Maryland, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, and metropolitan Atlanta. It was a period of aggressive growth, and soon Graphic Industries was one of the largest commercial printers in the United States.

The Urge to Merge in the 1990s

In 1994, M. Richard Vinocur of American Printer cited a number of trends within the commercial printing industry, the first of which was a strategy of mergers and acquisitions. This he traced to Graphic Industrys mid-1980s purchase of W. E. Andrews, the beginning of a trend line that has seen hundreds of mergers and acquisitions during the past 10 years. Vinocur would return to the topic in 1996, with an editorial in which he asked Whats Behind the Urge to Merge? He offered many reasons, including the desire to economize, which drove mergers and acquisitions in many other industries as well.

In an environment conducive to growth through mergers and acquisitions, Graphic Industries grew rapidly through a series of company or division purchases, as well as strategic alliances with large corporate customers. In April 1993, for instance, its IPD Printing & Distributing unit bought the Equifax Supply Service Center division from Equifax, Inc. In December 1995, Graphic Industries bought the in-house printing operations of lensmaker Bausch & Lomb, an enterprise generating annual revenues of $8 million at the time of the sale.

In May of 1996, Imaging Technologiesa Graphic Industries company headed by Popes son, Carter D. Popeundertook the purchase of Spire, Inc. The latter, an Atlanta-based division of First Financial Management Corporation (FFMC), produced some $1.2 million annually in its CD-ROM Service Bureau and Multimedia Resale Group. Graphic Industries intended to add the Spire CD multimedia training software to a line of multimedia products offered by Imaging Technologies. According to the April 1996 edition of the Atlanta Business Chronicle, The acquisition is part of Graphics strategy to grow by expanding into broader communications and core commercial printing.

In fiscal 1994, Graphic Industries ranked seventeenth in sales among commercial printing enterprisesand it continued to move up. Pope told the Atlanta Journal and Constitution in August 1995 that upcoming acquisitions would help the company reach the $500 million mark in annual revenues during the year that followed. Pope, who was actually the subject of a 1993 Business Week profile which singled him out as a particularly astute judge of stocks, would miss his prediction by about thirteen percent. Nonetheless, Graphic Industries remained an expanding company.

Changes in 1996

The year 1996 brought with it a number of changes which, though not necessarily strong setbacks, certainly represented challenges to be overcome. Among these was an event that many other Atlanta businessesparticularly lodging and food-service establishmentstreated as a bonanza: the 1996 Summer Olympics, which were held in Atlanta. Spanning seventeen days from July 19 to August 4, the Olympic Games would bring in millions of visitors to attend sporting events at a number of locations around the city, and to mingle in Centennial Park at the heart of downtown. By any estimate, the sudden increase in traffic would bring normal daily operations to a halt. Because Graphics business was not something that would necessarily benefit from tourism, the company predicted that the Olympics would actually throw a loop in its ability to operate effectively.

Whereas other companies with offices downtown were able to allow their employees to work at home, using telephone lines to communicate with their supervisors and coworkers, Graphic Industries faced a more difficult situation. Typically, before a print supervisor can give the final okay to do a large run for a customer, the customer needs to view proofs and give final approval. With the city facing disastrous traffic conditions, however, the employees themselveslet alone customerswould have a hard time getting back and forth to the printing plants, which were located right in the heart of the mayhem.

The Olympics, as it turned out, did not create the panicked situation that Atlanta residents had fearedin part because most of the citys residents, terrified to even attempt driving after six years of dire traffic predictions, stayed home during the Games. Nonetheless, Graphic Industries dealt with a number of changes and challenges over the course of the year. On May 15, it announced plans to sell Graphic Direct, Inc. of Elmhurst, Illinois. The company, a direct mail unit, had not been profitable for years. In addition, the company closed one of its Atlanta printers, Stein Printing Company.

In September, Popes son, Mark Pope IV, resigned as president of Graphic Industries. Forty-six years old at the time, he had served as president since 1989, during a period of rapid and aggressive growth. With his departure, his father would temporarily add the job of president to his responsibilities, along with his existing roles as chairman and chief executive officer. Two other sons, John Pope and Carter Pope, remained as presidents of other companies within the Graphic Industries network. Predictable questions concerning a possible rift between father and son were denied, and all parties involved assured the public and the media that the departure had been the younger Popes wish, and that there were no hard feelings.

The end of the year brought with it both good and bad news for Graphic Industries. The bad news was the fact that on November 5 its stock had hit a fifty-two-week low of $6.25, though it rebounded by more than $1.50 before the close of the business day. Pope believed that the heavy trading could be explained by the fact that a number of companies wanted to clean up their portfolios before years end. The good news, on the other hand, was that of yet another acquisitionPresstar Printing of Silver Spring, Maryland, which gave Graphic Industries access to the extremely lucrative Washington, D.C. commercial printing market.

Continued Growth in 1997

The setbacks of 1996 were minor, and Graphic Industries would fully rebound in 1997. By the end of that year, in fact, the company would show such a strong balance sheet that it would become the focus of a bidding war between two would-be purchasers.

On September 15, 1997, the Atlanta Business Chronicle published its list of The Market Millionaires, Atlantas richest denizens. Headed by media mogul Ted Turner and Coca-Cola chairman Roberto C. Goizueta, the list included Pope and his sons. The father, Mark III, owned some 939,000 shares of Graphic Industries stock, with a value of approximately $17.8 million. His son Carter owned another chunk of the company worth $4 million, and John R. Pope, president of Williams Printing, held nearly $1 million.

Company Perspectives:

With the commitment of our valued Associates, we look forward with enthusiasm to setting new records and building greater value for our shareholders in the future.

As for Mark Pope IV, he had cashed in his 99,000 shares and given up a $298,000 annual salary when he resigned. It was soon reported that the younger Pope had gone to work at a local competitor, Geographies, Inc. We literally started talking the second day after I left, Pope said of Geographies CEO Norvin C. Hagan. The new employer, with only $24 million in annual sales, was much smaller than Graphic Industries. But Haganwho professed great admiration for Popes fathers companysaid I didnt bring him here to run a $24 million printing company. Hagan had big plans for his company and its expansion possibilities, and had penciled in the young Pope to help spearhead the project. Popes father endorsed his sons desire to grow his career along with the company, where he could help a small entity build equity and expandsomething that he could not have done at Graphic, which was an already-established entity.

Graphic Industries continued to apply the growth principle in its own operations. It restructured its management in April 1997, decentralizing according to a regional plan whereby it appointed vice-presidents over the southeast, northeast, and southwest regions of the United States. Also in April, the company struck a deal with computer software giant Microsoft, whereby Graphic Industries Wetmore subsidiary would print documents and compact discs for Microsoft Information. The agreement made Graphic Industries one of five commercial printers in the United States authorized to print Microsoft data and market it directly to firms with licensed Microsoft technology. For Graphic Industries, this meant that it could sell directly to Compaq Computer, an extremely lucrative account, instead of having to sell to an authorized Microsoft Information dealer who acted as go-between.

Just months later, Graphic, whose stock had formerly been traded on NASDAQ, switched to the New York Stock Exchange, where it would gain greater visibility. Pope projected that Graphic was soon going to be a billion-dollar company. Among the issues standing in the companys way was the fact that the presidents seat still had not been filled. The company leadership had considered a number of candidatesmost notably John and Carter Pope. Most of these concerns, howeveras well as Popes predictions for future growthwould soon appear in an entirely different light.

Wallace Computer Systems Takeover: 1998 and Beyond

On September 29, 1997, Wallace Computer Services, Inc. announced that it had offered to purchase Graphic Industries for $260 million in cash, or $18.50 a share. By acquiring Graphic Industries, according to the Wall Street Journal, executives at Wallacea $906 million Lisle, Illinois-based company specializing in business formshoped to further the objective of making their corporation a fully integrated supply manager. Graphics wide geographic and customer bases made it an attractive property for Wallace. Following the acquisition, Graphic would constitute thirty-eight percent of profits in a company of 8,000 employees and $1.4 billion in assets.

Though the deal appeared to be done, it was not. Two weeks later, in early October, Mail-Well, Inc. of Englewood, Colorado presented its own offer of at least $20 per share, according to a statement by Graphic Industries. In addition to the payment, amounting to $282 million, the Colorado firm would assume $127 million of Graphic Industries debta $387 million offer. Suddenly there was a heated battle for the chance to own Graphic, and Wallace was quick to respond. Three days after the announcement of the Mail-Well offer, an Atlanta newspaper reported that Graphic Industries had been sold to Wallacefor $21.75 a share, along with $104.9 million in debt.

As for the future, Pope told the Atlanta Journal and Constitution that Wallace planned to keep growing Graphic. Thats the reason I went with them. That and the price, which I thought was great for the stockholders. He would remain with the company as a consultant, and it appeared that most employees and subsidiaries would continue as well. It also seemed likely that Graphic Industrieseven if under the Wallace Computer Systems namewould continue to do what it had done so well for more than a decade: to grow.

Principal Subsidiaries

W.E. Andrews Co., Inc.; Baum Printing, Inc.; Carpenter Reserve Printing Co.; Central Press of Miami, Inc.; Craftsman Printing Co.; Heritage Press, Inc.; Hoechstetter Printing Co., Inc.; IDP Printing & Distributing, Inc.; Imaging Technology Services (Atlanta Blue Print Company; Atlantic Reprographics; Executive Courier, Inc.; 10 other companies); Mercury Printing Co., Inc.; Monroe Litho, Inc.; Quadras, Inc.; Southern Signatures, Inc.; State Printing Co., Inc.; Stein Educational Marketing Group; Wallace Integrated Graphics (formerly Presstar Printing Corp.); Wetmore & Co.; Williams Printing Co.

Further Reading

Chambers, Rob, New Suitor in the Picture: Colorado Firm Tops Current Offer for Graphic Industries, Atlanta Journal and Constitution, October 11, 1997.

Coleman, Zach, Pope Finds New Home After Graphic Industries, Atlanta Business Chronicle, May 19, 1997.

Ezell, Hank, Graphic Industries Sold to Illinois Firm: Founder Makes Deal to Stay as Consultant, Atlanta Journal and Constitution, October 14, 1997.

Gramig, Mickey H., Graphic Industries Acquired: $260 Million Deal, Atlanta Journal and Constitution, September 30, 1997.

Greene, Kelly, Industrys Summertime Blues, Atlanta Business Chronicle, April 19, 1996, p. 1A.

, Graphic Industries Buying Part of an FFMC Spinoff, Atlanta Business Chronicle, May 10, 1996, p. 18A.

Kanell, Michael E. and Robert Luke, Graphic Industries, Microsoft Sign Pact, Atlanta Journal and Constitution, April 11, 1997.

Lewis, Al, Mail-Well Bids for Atlanta Print Chain, Offering $283 Million in Unsolicited Offer for Graphic Industries, Rocky Mountain News, October 11, 1997.

, Mail-Well Adds $132 Million to Assets with 5 Companies, Hopes to Grow More, Rocky Mountain News, December 21, 1997.

Luke, Robert, Graphic Industries Pops Up as a Leading Market Gainer, Atlanta Journal and Constitution, August 2, 1997.

McNaughton, David, Founders Son Leaving Graphic Industries, Atlanta Journal and Constitution, September 14, 1996.

Miller, James P., Wallace Computer Agrees to Acquire Graphic Industries, Wall Street Journal, September 29, 1997, p. 9K.

Mitchell, Cynthia, Printing: Acquisitions Put Stamp of Approval on Metro Properties, Atlanta Journal and Constitution, December 8, 1997.

Murphy, H. Lee, Wallace Diversifies with Printing Buy, Crams Chicago Business, November 17, 1997, p. 26.

Smith, William, When Familiarity Breeds Impressive Returns, Business Week, May 31, 1993, p. 68.

Vinocur, M. Richard, Spotting a Trend, American Printer, May 1, 1994.

, Whats Behind the Urge to Merge?, American Printer, November 1, 1996.

Wallace Computer Acquiring Graphic Industries, Reuters Business Report, September 29, 1997.

Judson Knight