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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________
Commission File Number 0-16148
MULTI-COLOR CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 31-1125853
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
250 WEST FOURTH STREET, CINCINNATI, OHIO 45202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 381-1480
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to
this Form 10-K [ ].
The aggregate market value of voting stock based on a closing price of $7.125
per share held by nonaffiliates of the registrant is $10,260,812 as of June 16,
1997.
As of June 16, 1997, 2,277,679 shares of common stock, no par value, were
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended March 30, 1997 which are furnished to the Commission pursuant to Rule
14a-3(b) are incorporated by reference in Part II.
Portions of the Registrant's definitive Proxy Statement for its 1997 Annual
Meeting of Shareholders are incorporated by reference in Part III.
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PART I
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ITEM 1. BUSINESS
GENERAL
Multi-Color is one of the largest producers of printed labels for branded
consumer products in the United States. Labels printed by the Company appear
principally on mass-marketed products for which label appearance is a
significant element of product marketing and merchandising. In its latest
fiscal year, Multi-Color produced labels for a variety of consumer products
including liquid detergents, fabric softeners, liquid soaps, anti-freeze, motor
oil, chewing gum and food products. Multi-Color currently produces labels for
approximately 60 customers.
In 1985, Multi-Color acquired the net assets of the label divisions of
Georgia-Pacific (the "Acquisition") for $14.3 million cash and a $1 million
secured subordinated note. The assets acquired consisted of working capital of
approximately $7.9 million and fixed assets having a net book value to
Georgia-Pacific of approximately $5.7 million. The Acquisition was financed by
a $1.4 million term loan, $6.4 million in borrowings under a line of credit and
a $6.5 million Industrial Revenue Bond.
Multi-Color established the Multi-Color Graphic Services division in 1987. This
division supplies color separations of labels and engraves cylinders. The
division was formed to improve the quality of separations and engravings
supplied to Multi-Color and its customers. This division completed an expansion
in fiscal 1991 that allows it to engrave cylinders for the Company's Scottsburg
and Cincinnati plants.
The Company constructed a rotogravure printing plan in Scottsburg, Indiana in
1990. This plant was built to provide additional printing capacity and
capabilities to meet the changing needs of the marketplace.
Both of the above facilities were primarily financed by $9.0 million in
industrial revenue bonds.
During the second quarter of fiscal 1997, the Company started a new entity with
Think Laboratories, Inc. of Kashiwa, Japan, through a new corporation owned 80%
by the Company and entitled Laser Graphic Systems, Incorporated, to develop the
market for engraving services in the United States. The Company also initiated
an expansion of its Scottsburg, Indiana facility which entails doubling the
existing capacity of the Scottsburg, Indiana plant during 1997; such expansion
supports the continued growth expected in the in-mold and other label markets.
The Company's executive offices are located at 205 West Fourth Street,
Cincinnati, Ohio 45202, and its telephone number is (513)381-1480. Unless the
context otherwise requires, the "Company" and "Multi-Color" refer to
Multi-Color Corporation and its predecessors, including the label divisions of
Georgia-Pacific.
PRODUCTS
The Company's predecessors began producing paper labels in 1918 and the Company
has maintained many customer relationships that have existed since that time.
Multi-Color produces labels which are used to wrap products or are affixed to
finished product containers. These labels are printed for chewing gum, canned
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food products, bottled (glass and plastic) products, boxed consumer products,
automotive liquid products, and personal care products. In addition, the
Company produces gift wrap.
In 1980, Multi-Color developed the in-mold label in response to the increasing
use of blow-molded plastic containers. Working in conjunction with a customer,
the Company and a leading supplier of blow-molded plastic containers developed
the in-mold label process which applies a label to a plastic container as the
container is being formed in the mold cavity. Multi-Color developed the label
and the method of applying the heat-activated adhesive to the label. The
in-mold label solves many of the quality problems associated with conventional
labels and produces a more attractive labeled container.
Multi-Color provides printed in-mold labels to consumer product companies and,
in addition, sells the unprinted in-mold label substrate to other label
printing companies. In-mold labels produced by Multi-Color are used on liquid
consumer product containers for laundry detergents, fabric softeners, fruit
juices, bleach, anti-freeze, dishwashing detergents, vegetable oils, and
personal care products.
Based on the technological capabilities of its printing facilities, the Company
has introduced the following value added products in the growing markets listed
below:
(1) New plastic in-mold products for the personal care and
household chemical markets which should offer superior value
compared to current labeling techniques.
(2) New in-mold label product for injection molding in the ice
cream and food markets, new potential markets not previously
entered.
In addition, the Company is seeking to market the unique services of its
Graphics Division to customers other than its label customers and believes that
significant potential exists for this technology.
In addition, Multi-Color has expanded the reach of its products through exports
and licensing agreements in a number of countries.
SALES AND MARKETING
Multi-Color receives annual or quarterly requirements estimates for labels from
its customers and ships against orders received, except in certain cases where
the Company has agreements with minimum purchase requirements. The following
list sets forth certain principal customers of the Company:
Campbell Soup Company Gibson Greetings, Inc.
Colgate-Palmolive Company Lever Brothers Company
The Clorox Company The Procter & Gamble Company
The Coca-Cola Company Wm. Wrigley Jr. Company
First Brands Corporation Tropicana Products, Inc.
Reckitt & Colman Prestone Products
The Dial Corp. Dow Brands
Campbell Soup Company, and Wm. Wrigley Jr. Company have been customers since at
least 1921.
The Company's marketing efforts are directed toward obtaining new customers and
increasing the Company's share of existing customers' overall label
requirements by meeting their specialized and technical label needs. The
Company's marketing strategy is to emphasize those sectors where Multi-Color's
equipment and
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expertise distinguish the Company from other label producers. The Company
maintains a marketing staff of eleven people who are responsible for developing
innovative solutions, including new labels, for customers' label needs.
Approximately 51% of the Company's total sales in fiscal 1997 were to three
customers: The Procter & Gamble Company, 27% (divided among six product
categories and three separate buyers); Wm. Wrigley Jr. Company, 13%; and Alvin
Press, 11%. The loss or substantial reduction of the business of any of the
major customers would have a material adverse effect on the Company.
PRINTING OPERATIONS
Multi-Color's printing equipment includes rotogravure printing presses in its
Scottsburg plant and letterset printing presses and lithographic presses in its
Cincinnati plant. All of the Company's presses are capable of multi-color,
high-speed and high-quality graphic printing. The Company also has a wide
variety of cutting and finishing equipment used to process printed material.
The wide range of capabilities and versatility provided by the Company's
equipment permits it to respond rapidly to changing customer needs, including
the development of new products.
Multi-Color currently uses its letterset printing capacity exclusively for
printing gum wrappers for Wm. Wrigley Jr. Company.
The Company does not maintain backlogs of advance purchase commitments because
these figures are not necessarily a reliable indicator of long-term business
activity.
RESEARCH AND DEVELOPMENT
Multi-Color believes research and development of new products helps it maintain
its leading position in the in-mold label business. While the process for
making paper in-mold labels is not patented, Multi-Color believes its
experience and expertise related to the production of in-mold labels have
enabled it to maintain its leadership in the in-mold label and substrate
market.
The Company's emphasis is to develop and market new products for applications
where superior technical characteristics are required. Multi-Color developed
and is successfully marketing a range of plastic in-mold labels for
applications in which plastic containers are subjected to more demanding
physical requirements.
Multi-Color's research and development expenditures totaled $246,000 in fiscal
1997, $141,000 in fiscal 1996 and $183,000 in fiscal 1995.
RAW MATERIALS
Multi-Color purchases its raw materials such as papers, inks, coatings, resins,
adhesives and other materials from a broad range of alternate suppliers. The
Company currently relies on a sole qualified supplier of in-mold label
adhesives because that supplier has multiple physical locations in the U.S. and
overseas. The Company has tested several other potential sources of this
material which it believes could replace its current source. However, any
difficulty in obtaining in-mold adhesive would adversely affect in-mold label
sales until a new adhesive supplier was approved by Multi-Color and labels
produced with the alternate adhesive were qualified by Multi-Color's customers.
The Company has not experienced any difficulty in obtaining adequate supplies
of raw materials and does not anticipate any such difficulty in the future.
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COMPETITION
The Company has a large number of competitors in its traditional label business
and three principal competitors in the in-mold label and substrate business.
Some of these competitors have greater financial and other resources than the
Company. Multi-Color could be adversely affected should a competitor develop
labels similar or technologically superior to the Company's in-mold label.
Although price is an important competitive factor in the Company's business,
the Company believes sales are principally dependent upon quality, service,
technical expertise and experience. Customer service, quality and qualification
requirements present barriers to new entrants into Multi-Color's markets.
EMPLOYEES
As of March 30, 1997, the Company had 227 employees, of whom 70 were salaried
and 157 were hourly. Hourly employees at its Cincinnati plant are represented
by national unions under contracts which expired on July 15, 1996. Multi-Color
considers its labor relations to be good and has not experienced any work
stoppages since the Acquisition.
REGULATION
The Company is subject to regulation by the Federal and State environmental
protection agencies.
The United States Food and Drug Administration regulates the raw materials used
in labels for food products. These regulations apply to the consumer products
companies for which Multi-Color produces labels. Multi-Color uses materials
specified by the consumer products companies in producing labels for food
products.
The increasing concern about disposal of plastics may result in regulatory
action which may adversely affect the Company's sales if the use of plastic
containers is limited. On the other hand, the increased recyclability of
plastic containers with plastic in-mold labels, a product the Company
introduced, may increase the market for the Company's products.
ITEM 2. PROPERTIES
Multi-Color operates three production facilities. The Company's Cincinnati
plant is housed in a 300,000 square foot building situated on seven acres of
land. With the downsizing of Cincinnati, the Company is currently using only
approximately 50,000 square feet of this facility. The Scottsburg, Indiana
plant has 56,300 square feet and is situated on 14 acres, 30 miles north of
Louisville. The Boone county facility, housing its Multi-Color Graphics
division, has approximately 12,000 square feet and is located on approximately
3 acres, 10 miles south of Cincinnati. The Company owns the real estate
constituting all of its plant sites. The land and buildings of all the plant
sites are encumbered by mortgages in favor of PNC Bank, Ohio, National
Association, as agent under the Company's credit facility. The Company's
executive offices are located at 205 West Fourth Street, Cincinnati, Ohio in
approximately 5,000 square feet of leased office space. The Company believes
its properties are adequate for its present and anticipated needs, are in good
condition, are well-maintained and are suitable for the Company's intended
uses.
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ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None during the fourth quarter of the fiscal year ending March 30, 1997.
PART II
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Market Information and Dividend Policy on pages 1 and 23 of the 1997 Annual
Report to Shareholders are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data on page 1 of the 1997 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 6 through 10 of the 1997 Annual Report to Shareholders are
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and related notes together with the
Report of Independent Certified Public Accountants, appearing on pages 11
through 22 of the 1997 Annual Report to Shareholders, are incorporated herein
by reference.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Registrant's Report on Form 8-K filed March 9, 1996 is incorporated herein
by reference.
PART III
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ITEMS 10, 11, 12 and 13 are incorporated by reference to the Registrant's Proxy
Statement for its 1997 Annual Shareholders' Meeting which will be filed
pursuant to Regulation 14A within 120 days after the end of the fiscal year.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following consolidated financial statements of
Multi-Color Corporation, the related notes, and the Report of
Independent Certified Public Accountants, included in the
1997 Annual Report to Shareholders, are incorporated herein
by reference.
Consolidated Statements of Operations for the years ended
March 30, 1997, March 31, 1996 and April 2, 1995.
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[FN]
Consolidated Balance Sheets as of March 30, 1997 and March 31, 1996.
Consolidated Statements of Shareholders' Investment for the years
ended March 30, 1997, March 31, 1996 and April 2, 1995.
Consolidated Statements of Cash Flows for the years ended March 30,
1997, March 31, 1996 and April 2, 1995.
Notes to Consolidated Financial Statements
Report of Grant Thornton LLP, Independent Certified Public
Accountants
(a)(2) Financial Statement Schedules
The report of the Registrant's predecessor accountant is set forth
below. All other schedules have been omitted because either they are
not required or the information is included in the consolidated
financial statements and notes thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Directors of
Multi-Color Corporation:
We have audited the accompanying balance sheet of Multi-Color Corporation (an
Ohio corporation) as of April 2, 1995 and the related statements of operations,
shareholders' investment and cash flows for each of the two fiscal years in the
period ended April 2, 1995. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Multi-Color Corporation as of
April 2, 1995 and the results of its operations and its cash flows for each of
the two fiscal years in the period ended April 2, 1995, in conformity with
generally accepted accounting principles.
June 16, 1996
Cincinnati, Ohio Arthur Andersen LLP
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Shareholders and Board of Directors
Multi-Color Corporation
We have audited the accompanying consolidated balance sheets of Multi-Color
Corporation (an Ohio corporation) as of March 30, 1997, and March 31, 1996, and
the related consolidated statements of operations, shareholders' investment,
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The financial
statements of Multi-Color Corporation as of and for the year ended April 2,
1995, were audited by other auditors whose report dated June 16, 1996,
expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the fiscal 1997 and 1996 financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Multi-Color Corporation as of March 30, 1997, and March 31, 1996, and the
consolidated results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.
May 14, 1997 Grant Thornton LLP
Cincinnati, Ohio
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(a)(3) List of Exhibits
Exhibit Filing
Number Description of Exhibit Status
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3(i) Amended and Restated Articles of Incorporation h
3(ii) Amendment to Amended and Restated Articles of h
Incorporation
3(iii) Amended and Restated Code of Regulations a
10.1 Waiver, Amendment and Restatement of Credit, h
Reimbursement and Security Agreement dated
February 23, 1996
10.2 Irrevocable Letter of Credit dated July 19 b
1994 from PNC Bank, Ohio, National Association
covering $5,750,000 City of Scottsburg, Indiana
Economic Development Revenue Bonds
10.3 Trust Indenture securing City of Scottsburg, e
Indiana Economic Development Revenue Series
1989 dated as of October 1, 1989
10.4 Patent and License Security Agreement dated e
November 6, 1989 by the Company and Barclays
Business Credit, Inc.
10.5 Bond Purchase Agreement for $5,750,000 City of e
Scottsburg, Indiana Economic Development Revenue
Bonds Series 1989
10.6 Remarketing Agreement dated October 1, 1989 by e
and among the Company, The Ohio Company and
The PNC Bank (Formerly The Central Trust
Company, N.A.
10.7 Loan Agreement between the Company and Port e
Authority of Cincinnati and Hamilton County
dated as of November 1, 1985
10.8 Amendment to Loan Agreement between the e
Company and Port Authority of Cincinnati and
Hamilton County
10.9 First Refusal Agreement among the Company's a
shareholders
10.10 Loan Agreement between City of Scottsburg, e
Indiana and Multi-Color dated October 1, 1989
for $5,750,000
10.11 Trust Indenture securing County of Boone, e
Kentucky Industrial Building Revenue Bonds,
Series 1989 dated as of December 1, 1989
10.12 Loan Agreement between County of Boone, e
Kentucky and Multi-Color for $3,250,000 dated
as of December 1, 1989
10.13 Remarketing Agreement dated as of December 1, e
1989 by and among the Company, The Ohio
Company and The PNC Bank (Formerly The Central
Trust Company, N.A.)
10.14 Remarketing Agreement dated October 1, 1989 by e
and among the Company, The Ohio Company and
The PNC Bank (Formerly The Central Trust
Company, N.A.)
10.15 Irrevocable Letter of Credit dated July 19, b
1994 from PNC Bank, Ohio, National Association
covering $3,250,000 County of Boone, Kentucky
Industrial Building Revenue Bonds
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10.16 Bond Purchase Agreement for $3,250,000 County b
of Boone, Kentucky Industrial Building Revenue
Bonds Series 1989
10.17 Trust Indenture securing Port Authority of b
Cincinnati and Hamilton County, Ohio Industrial
Revenue Development Bonds dated November 1, 1985
10.18 Supplemental Trust Indenture to Trust Indenture b
securing Port Authority of Cincinnati and
Hamilton County Ohio Industrial Development
Revenue Bonds
10.19 Irrevocable Letter of Credit dated July 19, b
1994 from PNC Bank, Ohio, National Association
covering $6,500,000 Port Authority of Cincinnati
and Hamilton County, Ohio Industrial Revenue
Development Bonds
10.20 Substituted Revolving Note dated February 23, 1996 h
made by the Company to PNC Bank, Ohio, National
Association, in the Principal amount of $1,875,000
10.21 Substituted Revolving Note dated February 23, 1996 h
made by the Company to Star Bank, National Association
in the principal amount of $1,875,000
10.22 First Amendment and Waiver Agreement dated May 2, 1996 h
10.23 Second Amended and Restated Credit, Reimbursement and i
Security Agreement among the Company, PNC Bank, Ohio,
National Association, and Star Bank, National
Association dated January 9, 1997
10.24 Loan Agreement between Laser Graphic Systems, Incorporated i
and PNC Bank, Ohio, National Association dated as of
January 9, 1997
10.25 First Amendment to January 9, 1997 Credit Agreement, i
effective as of February 25, 1997
10.26 Second Amendment to January 9, 1997 Credit Agreement, i
effective as of April 1, 1997
10.27 Agreement between the Company and Think Laboratory Co. LTD i
dated July 1, 1996
10.28 Loan Agreement between the Company and City of Scottsburg, i
Indiana, dated as of April 1, 1997 for $3,000,000
MANAGEMENT CONTRACTS AND COMPENSATION PLANS
10.29 1985 Stock Option Plan a
10.30 1987 Stock Option Plan a
10.31 1992 Directors' Stock Option Plan a
10.32 Profit Sharing/401(k) Retirement Savings Plan and Trust a
10.33 Deferred Compensation Rabbi Trust Agreement h
10.34 Multi-Color Employee Stock Purchase Plan as g
amended and restated dated March 4, 1992
10.35 1997 Stock Option Plan j
10.36 Employment Agreement - William R. Cochran h
10.37 Severance Agreement - John C. Court h
10.38 Severance Agreement - John D. Littlehale h
10.39 Severance Agreement - John R. Voelker h
10.40 Severance Agreement - William R. Cochran h
11 Computation of Earnings Per Share h
13 Annual Report to Shareholders i(1)
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(1) Only portions of the 1997 Annual Report to Shareholders specifically
incorporated by reference to this Form 10-K are filed herewith. A supplemental
paper copy of the 1997 Annual Report to Shareholders has been provided to the
Securities and Exchange Commission for informational purposes only.
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23.1 Consent of Grant Thornton LLP Independent i
Certified Public Accountants
23.2 Consent of Arthur Andersen LLP Independent i
Certified Public Accountants
27 Financial Data Schedule h
99 Form 8-K filed May 10, 1996 h
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a Filed as an exhibit to Registration Statement #33-51772 and incorporated
herein by reference.
b Filed as an exhibit to the Form 10-K for the 1994 fiscal year and
incorporated herein by reference.
c Filed as an exhibit to the Form 10-K for the 1990 fiscal year and
incorporated herein by reference.
f Filed as an exhibit to the Form 10-K for the 1993 fiscal year and
incorporated herein by reference.
g Filed as an exhibit to the Form 8-K filed on March 16, 1992.
h Filed as an exhibit to the Form 10-K for the 1996 fiscal year and
incorporated herein by reference.
i Filed herewith.
j Filed as an exhibit to the 1997 Proxy Statement and incorporated herein
by reference.
(b) Reports on Form 8-K.
None filed during the fourth quarter.
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
MULTI-COLOR CORPORATION
Dated: June 27, 1997 (Registrant)
/s/ John C. Court
----------------------------------
John C. Court
President, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the date indicated.
Name Capacity Date
/s/ John C. Court Chairman of the Board of June 27, 1997
- --------------------------- Directors, President, and
John C. Court Chief Executive Officer
/s/ John D. Littlehale Vice President, Manufacturing June 27, 1997
- --------------------------- Secretary, and Director
John D. Littlehale
/s/ William R. Cochran Vice President, June 27, 1997
- --------------------------- Chief Financial Officer
William R. Cochran (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Burton D. Morgan Director June 27, 1997
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Burton D. Morgan
/s/ Lorrence T. Kellar Director June 27, 1997
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Lorrence T. Kellar
/s/ David H. Pease, Jr. Director June 27, 1997
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David H. Pease, Jr.
/s/ Louis M. Perlman Director June 27, 1997
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Louis M. Perlman