-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IimOp69CzVhx9gExbyb2tXXr7icHavSPEgQLhZNv/+U6KXyzAS/QyHozIyCfNB9k zG72uCkagSO2V/rCknt4Gw== 0000950137-97-003648.txt : 19971111 0000950137-97-003648.hdr.sgml : 19971111 ACCESSION NUMBER: 0000950137-97-003648 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971110 SROS: NYSE GROUP MEMBERS: A. ALEX SARKISIAN GROUP MEMBERS: CATHY ANN SCHAWK GROUP MEMBERS: CLARENCE W. & MARILYN G. SCHAWK FAMILY FOUNDATION GROUP MEMBERS: CLARENCE W. SCHAWK GROUP MEMBERS: DAVID A. SCHAWK GROUP MEMBERS: SCHAWK CLARENCE W GROUP MEMBERS: SGK INVESTMENTS LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHAWK INC CENTRAL INDEX KEY: 0000719164 STANDARD INDUSTRIAL CLASSIFICATION: SERVICE INDUSTRIES FOR THE PRINTING TRADE [2790] IRS NUMBER: 362545354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38187 FILM NUMBER: 97711854 BUSINESS ADDRESS: STREET 1: 1695 RIVER ROAD CITY: DES PLAINES STATE: IL ZIP: 60018 BUSINESS PHONE: 8478279494 MAIL ADDRESS: STREET 1: P O BOX 310 STREET 2: P O BOX 310 CITY: HEBRON STATE: IL ZIP: 60034 FORMER COMPANY: FORMER CONFORMED NAME: FILTERTEK INC /DE/ DATE OF NAME CHANGE: 19940812 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHAWK CLARENCE W CENTRAL INDEX KEY: 0000936110 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1695 RIVER ROAD CITY: DES PLAINES STATE: IL ZIP: 60018 BUSINESS PHONE: 8478279494 SC 13D/A 1 SCHEDULE 13-D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ---------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND AMENDMENT THERETO FILED PURSUANT TO 13D-2(A) (AMENDMENT NO. 3) SCHAWK, INC. ---------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $.008 PAR VALUE ---------------------------------------------------------------------------- (Title of Class of Securities) 806373-10-6 ---------------------------------------------------------------------------- (CUSIP Number) John T. McEnroe, Esq. Vedder, Price, Kaufman & Kammholz 222 North LaSalle Street Chicago, IL 60601 (312) 609-7885 ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Various - ---------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] (CONTINUED ON NEXT PAGE) (PAGE 1 OF 15 PAGES) 2 13D CUSIP NO.806373-10-6 PAGE 2 OF 15 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Clarence W. Schawk S.S. ####-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 11,005,899 (including 84,810 shares REPORTING PERSON WITH subject to options presently exercisable or exercisable within 60 days) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 12,183,197 (including 84,810 shares subject to options presently exercisable or exercisable within 60 days) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,005,899 (including 84,810 shares subject to options presently exercisable or exercisable within 60 days) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.3% 14 TYPE OF REPORTING PERSON* IN 3 13D CUSIP NO.806373-10-6 PAGE 3 OF 15 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David A. Schawk S.S. ####-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING 1,657,118 (includes 93,060 shares PERSON WITH subject to options presently exercisable or exercisable within 60 days) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,565,445 (includes 93,060 shares subject to options presently exercisable or exercisable within 60 days) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,657,118 (includes 93,060 shares subject to options presently exercisable or exercisable within 60 days) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% 14 TYPE OF REPORTING PERSON* IN 4 13D CUSIP NO.806373-10-6 PAGE 4 OF 15 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cathy Ann Schawk S.S. ####-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING 1,086,552 shares PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 797,052 shares 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,086,552 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON* IN 5 13D CUSIP NO.806373-10-6 PAGE 5 OF 15 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON A. Alex Sarkisian S.S. ####-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING 1,315,105 (including 45,826 shares PERSON WITH subject to options presently exercisable or exercisable within 60 days) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 849,328 shares (including 45,826 shares subject to options presently exercisable or exercisable within 60 days) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,315,105 shares (including 45,826 shares subject to options presently exercisable or exercisable within 60 days) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14 TYPE OF REPORTING PERSON* IN 6 13D CUSIP NO.806373-10-6 PAGE 6 OF 15 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SGK Investments Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 0 REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 9,649,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,649,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.7% 14 TYPE OF REPORTING PERSON* PN 7 13D CUSIP NO.806373-10-6 PAGE 7 OF 15 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Clarence W. Schawk and Marilyn G. Schawk Family Foundation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 428,890 REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 428,890 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 428,890 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% 14 TYPE OF REPORTING PERSON* OO 8 INTRODUCTION This Amendment No. 3 ("Amendment No. 3") is being filed with the Securities and Exchange Commission (the "Commission") to amend the Schedule 13D filed with the Commission on September 29, 1992, as amended by Amendment No. 1 ("Amendment No. 1") and Amendment No. 2 ("Amendment No. 2") to such Schedule 13D filed with the Commission on December 2, 1994 and January 18, 1995, respectively. The original Schedule 13D was filed on behalf of a Delaware corporation previously known as Schawk, Inc. ("Old Schawk"), Clarence W. Schawk, a controlling stockholder of Old Schawk, David A. Schawk, the son of Clarence W. Schawk and a controlling stockholder of Old Schawk, and certain directors and executive officers of Old Schawk with respect to the Class A Common Stock of Filtertek, Inc. ("Filtertek"). Amendment No. 1 related to the proposed merger (the "Merger") of Old Schawk and certain of its affiliated corporations with and into Filtertek, Inc. ("Filtertek") with Filtertek surviving. The terms of the proposed Merger and information with respect to the meeting of stockholders of Filtertek held December 23, 1994, for the purpose of approving the Merger and certain related matters were set forth in the Proxy Statement dated November 23, 1994 (the "Proxy Statement") of Filtertek and the Amended and Restated Agreement and Plan of Reorganization (including the Amended and Restated Plan of Merger attached thereto) dated November 23, 1994 (the "Merger Agreements"), copies of which are included as exhibits to Amendment No. 1. Amendment No. 2 was filed to set forth the 5% or greater beneficial ownership of Filtertek after giving effect to the Merger, which was effective as of the close of business on December 30, 1994. Upon the Merger, the name of Filtertek was changed to Schawk, Inc. ("Schawk" or "the Company"). The purpose of this Amendment No. 3 is to: (i) reflect the changes in beneficial ownership since the filing of Amendment No. 2; (ii) include SGK Investments Limited Partnership (the "Schawk Family Partnership") and the Clarence W. and Marilyn G. Schawk Family Foundation (the "Schawk Family Foundation") as additional Reporting Persons; and (iii) terminate the filing status of Judith Lynn Gallo and Lisa Beth Stearns as Reporting Persons. ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Class A Common Stock, par value $.008 per share, of Schawk, Inc. The principal executive offices of the Company are located at Schawk, Inc., 1695 River Road, Des Plaines, Illinois 60018. PAGE 8 OF 15 PAGES 9 ITEM 2. IDENTITY AND BACKGROUND. 1. (a) Clarence W. Schawk (b) Business Address: 1695 River Road Des Plaines, Illinois 60018 (c) Principal Occupation: Chairman of the Board Schawk, Inc. 1695 River Road Des Plaines, Illinois 60018 (d) See Paragraph 8 below (e) See Paragraph 8 below (f) United States 2. (a) David A. Schawk (b) Business Address: 1695 River Road Des Plaines, Illinois 60018 (c) Principal Occupation: Chief Executive Officer and President Schawk, Inc. 1695 River Road Des Plaines, Illinois 60018 (d) See Paragraph 8 below (e) See Paragraph 8 below (f) United States 3. (a) Cathy Ann Schawk (b) Business Address: 1695 River Road Des Plaines, Illinois 60018 (c) Principal Occupation: (d) See Paragraph 8 below (e) See Paragraph 8 below (f) United States 4. (a) A. Alex Sarkisian (b) Business Address: 1695 River Road Des Plaines, Illinois 60018 PAGE 9 OF 15 PAGES 10 (c) Principal Occupation: Executive Vice President - Finance, Chief Financial Officer and Corporate Secretary Schawk, Inc. 1695 River Road Des Plaines, Illinois 60018 (d) See Paragraph 8 below (e) See Paragraph 8 below (f) United States 5. The SGK Investments Limited Partnership (the "Schawk Family Partnership"), a Delaware limited partnership, is a family investment limited partnership with its principal office located at Route 1, Box 361B, Fontana, Wisconsin. The managing general partner of the Schawk Family Partnership is Clarence W. Schawk. For information regarding Clarence W. Schawk, see Paragraph 1 above. 6. The Clarence W. and Marilyn G. Schawk Family Foundation (the "Schawk Family Foundation") is a charitable trust governed under the laws of Illinois with its principal office located at 1695 River Road, Des Plaines, Illinois 60018. The trustees of the Schawk Family Foundation are Clarence W. Schawk and Marilyn G. Schawk. For information regarding Clarence W. and Marilyn G. Schawk, see Paragraph 1 and 7, respectively. 7. (a) Marilyn G. Schawk (b) Business Address: 1695 River Road Des Plaines, Illinois 60018 (c) Principal Occupation: (d) See Paragraph 8 below (e) See Paragraph 8 below (f) United States 8. During the last five years none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors); nor has any of the aforementioned Reporting Persons, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The purchase of Class A Common Stock by Reporting Persons since the Merger have been made with personal funds, except that the shares acquired by the Schawk Family Partnership were received from or on behalf of the Reporting Persons or members of Clarence W. Schawk's immediate family in exchange for limited partnership units in the Schawk Family Partnership and PAGE 10 OF 15 PAGES 11 the shares held by the Schawk Family Foundation were transferred from Clarence W. Schawk and Marilyn G. Schawk as a gift. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the purchase of the Class A Common Stock in conjunction with the Merger is as set forth in Amendment No. 1. The purpose of the additional purchases of Class A Common Stock since the Merger by the Reporting Persons was for additional investment in the Company or related to the formation of the Schawk Family Partnership or the Schawk Family Foundation as set forth in Item 3 above. Except as set forth in this Item 4, or elsewhere in this Amendment No. 3, none of the Reporting Persons have any present plans or proposals that relate to or would involve: (i) the acquisition by any person of additional securities of Schawk or the disposition of securities of Schawk, except for purchases pursuant to the Company's dividend reinvestment plan, employee stock purchase plan, in the open market for a personal account or as set forth in the Form S-2 Registration Statement filed by Company with the Commission (Registration No. 333-39113) with respect to an offering of up to 3,450,000 shares of Class A Common Stock by the Company and certain selling shareholders (the "Registration Statement"); (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Schawk or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of Schawk or any of its subsidiaries; (iv) any change in the present Board of Directors or management of Schawk, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board, except as set forth in the Registration Statement; (v) any material change in the present capitalization or dividend policy of Schawk, except as set forth in the Registration Statement; (vi) any other material change in Schawk's business or corporate structure; (vii) changes in Schawk's certificate of incorporation, regulations or instruments corresponding thereto or other actions which may impede the acquisition of control of Schawk by any person; (viii) causing a class of securities of Schawk to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of Schawk becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above. The Reporting Persons reserve the right to determine in the future to change the purpose or purposes described above. PAGE 11 OF 15 PAGES 12 ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) The aggregate number and percentage of shares of Class A Common Stock of the Company beneficially owned by each of the Reporting Persons are as follows:
PERCENT OF CLASS AMOUNT OF BENEFICIAL OUTSTANDING AS OF NAME OF BENEFICIAL OWNER OWNERSHIP (1) SEPTEMBER 30, 1997 - ------------------------ -------------------- -------------------- Clarence W. Schawk 11,005,899(2) 55.3% David A. Schawk 1,657,118(3) 8.3 Cathy Ann Schawk 1,086,552(4) 5.5 A. Alex Sarkisian 1,315,105(5)(6) 6.6 SGK Investments Limited 9,649,000(7) 48.7 Partnership Clarence W. and Marilyn G. Schawk 428,890 2.2 Family Foundation
- ----------------- (1) Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power. (2) Includes currently exercisable options to purchase 84,810 shares; 601,110 shares held directly by Mr. Schawk's wife; 428,890 shares held by the Schawk Family Foundation and 8,471,702 shares held by the Schawk Family Partnership, with respect to which Clarence W. Schawk or his wife has voting power. Clarence W. Schawk is the managing general partner of the Schawk Family Partnership and has investment power with respect to all of the 9,649,000 shares of Class A Common Stock held by the Schawk Family Partnership. Does not include 1,178,000 shares held by the Schawk Family Partnership for which Clarence W. Schawk does not have voting power, shares beneficially owned by Clarence W. Schawk's son David A. Schawk, or shares beneficially owned by Clarence W. Schawk's daughters Cathy Ann Schawk, Judith Lynn Gallo and Lisa Beth Sterns, or held in family trusts for the benefit of certain of his grandchildren. Clarence W. Schawk does not share voting power over shares of the Company held by or on behalf of his children or grandchildren. (3) Includes currently exercisable options to purchase 93,060 shares and 91,673 shares held by the Schawk Family Partnership with respect to which David A. Schawk has voting power. David A. Schawk is a general partner of the Schawk Family Partnership. Does not include shares beneficially owned by David A. Schawk's father, Clarence W. Schawk, or shares beneficially owned by or held in family trusts for the benefit of David A. Schawk's sisters, Cathy Ann Schawk, Judith Lynn Gallo and Lisa Beth Stearns, and certain of Clarence W. Schawk's grandchildren. Includes 475 shares held in joint tenancy and as custodian for minors gifted to David A. Schawk's friends. (4) Includes 289,500 shares held by the Schawk Family Partnership with respect to which Ms. Schawk has voting power. (5) Includes currently exercisable options to purchase 45,826 shares. (6) Includes 800,649 shares held by various Schawk Family trusts for the benefit of certain of Clarence W. Schawk's grandchildren, and 465,777 shares held by the Schawk Family Partnership with respect to which Mr. Sarkisian has voting power as trustee for Clarence W. Schawk's grandchildren. (7) Represents investment power only. Voting power with respect to these shares is held by the limited partners. See notes 2, 3, 4 and 6 above and Item 6. (b) Each of the Reporting Persons has the sole power to vote and to dispose of the shares referred to in Item 5(a), unless otherwise indicated therein. PAGE 12 OF 15 PAGES 13 (c) To the best knowledge of the Reporting Persons, except as reported herein, there has been no transaction in the Class A Common Stock of the Company effected during the past sixty (60) days by the persons named in response to Item 5(a), except for de minimis purchases made by Clarence W. Schawk, David A. Schawk and A. Alex Sarkisian pursuant to the Company's employee stock purchase plan in September and October 1997. (d) To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities referred in Item 5(a). (e) Judith Lynn Gallo and Lisa Beth Stearns terminated their filing status in June 1997. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Schawk Family Partnership is a family investment limited partnership organized under Delaware law. The Schawk Family Partnership holds 9,649,000 shares or 48.7% of the outstanding Class A Common Stock. The limited partnership agreement of the Schawk Family Partnership provides that the sole dispositive power with respect to the Class A Common Stock is held by the managing general partner, Clarence W. Schawk. Voting power with respect to the Class A Common Stock is held by the limited partners to the extent of their contribution of Class A Common Stock upon formation of the Schawk Family Partnership. The number of shares contributed by each partner and the corresponding percentage of the Class A Common Stock held in the Schawk Family Partnership are as follows:
PERCENT OF CLASS A SHARES OF CLASS A COMMON STOCK NAME COMMON STOCK CONTRIBUTED CONTRIBUTED ---- ------------------------ ----------- Clarence W. Schawk 8,471,702 87.8% David A. Schawk 91,673 1.0 Cathy Ann Schawk 289,500 3.0 Judith Lynn Schawk 156,000 1.6 Lisa Beth Stearns 174,348 1.8 A. Alex Sarkisian, as trustee 465,777 4.8 ---------- ----- Total 9,649,000 100.0%
PAGE 13 OF 15 PAGES 14 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Agreement Regarding Joint Filing PAGE 14 OF 15 PAGES 15 SCHEDULE 13D CUSIP NO. 806373-10-6 PAGE 14 OF 15 PAGES SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 11/6/97 ------------------------------------------------- (Date) /s/ Clarence W. Schawk (Signature) ------------------------------------------------- Clarence W. Schawk (Name and Title) 11/6/97 ------------------------------------------------- (Date) /s/ David A. Schawk (Signature) ------------------------------------------------- David A. Schawk (Name and Title) 11/6/97 ------------------------------------------------- (Date) /s/ Cathy Ann Schawk (Signature) ------------------------------------------------- Cathy Ann Schawk (Name and Title) 11/6/97 ------------------------------------------------- (Date) /s/ A. Alex Sarkisian (Signature) ------------------------------------------------- A. Alex Sarkisian (Name and Title) 11/6/97 ------------------------------------------------- (Date) 11/6/97 ------------------------------------------------- (Date) SGK Investments Limited Partnership By: /s/ Clarence W. Schawk -------------------------------------------- (Signature) Clarence W. Schawk, Managing General Partner -------------------------------------------- (Name and Title) 16 PAGE 15 OF 15 PAGES 11/6/97 ------------------------------------------------- (Date) Clarence W. and Marilyn G. Schawk Family Foundation By: /s/ Clarence W. Schawk -------------------------------------------- (Signature) Clarence W. Schawk, Trustee -------------------------------------------- (Name and Title) 17 EXHIBIT A AGREEMENT REGARDING JOINT FILING The undersigned, Clarence W. Schawk, David A. Schawk, Cathy Ann Schawk, A. Alex Sarkisian, SGK Investments Limited Partnership, a Delaware limited partnership, and Clarence W. and Marilyn G. Schawk Family Foundation, a charitable trust under the laws of Illinois, hereby agree and acknowledge that the statement containing the information required by Schedule 13D, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them. Dated: November 6, 1997 /s/ Clarence W. Schawk - ---------------------------- Clarence W. Schawk /s/ David A. Schawk - ---------------------------- David A. Schawk /s/ Cathy Ann Schawk - ---------------------------- Cathy Ann Schawk /s/ A. Alex Sarkisian - ---------------------------- A. Alex Sarkisian SGK INVESTMENTS LIMITED PARTNERSHIP By: /s/ Clarence W. Schawk ----------------------------------- Clarence W. Schawk, General Partner CLARENCE W. AND MARILYN G. SCHAWK FAMILY FOUNDATION By: /s/ Clarence W. Schawk ----------------------------------- Clarence W. Schawk, Trustee By: /s/ Marilyn G. Schawk ----------------------------------- Marilyn G. Schawk, Trustee -----END PRIVACY-ENHANCED MESSAGE-----