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 BALTIMORE, Sept. 30 /PRNewswire/ -- Waverly, Inc. (NASDAQ-NMS: WAVR) today announced it has signed an agreement to sell its Printing Division to Cadmus Communications (NASDAQ-NMS: CDMS), the parent company of The William Byrd Press.
 Cadmus Communications, based in Richmond, Va., is the 26th largest printing company in the United States and has 12 companies operating between Boston and Orlando, Fla.
 The cash purchase price consists of $14.5 million payable at closing and additional payments of up to $5.5 million, depending upon the confirmation of certain representations made by the company regarding its Printing Division and contingencies relating to 1994 operations. Waverly said it expects to record a one-time charge to earnings of approximately $.22 per share in the third quarter, related to the sale of the Printing Division. The boards of directors of boto?mpanies have approved the transaction. Consummation of the transaction is contingent on the receipt of regulatory approvals.
 Cadmus will employ all employees of Waverly's Printing Division and will enter into a 10-year agreement with Waverly, Inc. for the continued production of its journal publications now being produced by the Printing Division. Cadmus will form a new company, Cadmus Journal Services, comprised of Waverly's Printing Division and the Journal Division of its William Byrd subsidiary. Cadmus plans to continue the Waverly printing operations in both Baltimore and Easton, Md.
 In making the announcement, William M. Passano Jr., chairman, Waverly, Inc., said, "Our decision to sell the Printing Division was a difficult one. However, we firmly believe both our employees and customers will benefit from the stronger companies emerging from this agreement."
 In their announcement to Waverly employees, Passano and Edward B. Hutton Jr., president and CEO, said, "A very competitive marketplace and the necessity to invest in new, expensive technology were making it difficult for us to remain in both printing and publishing. This agreement enables Cadmus Journal Services to concentrate on printing and Waverly to focus on publishing."
 "That Waverly has signed a comprehensive 10-year agreement with Cadmus for the new company to provide printing services guarantees a solid base of work for the new company and reflects our faith in the Printing Division and its employees," Hutton added.
 Waverly, Inc. is a Baltimore-based publisher of print and electronic media in the fields of medicine, nursing, and related disciplines. In 1992, almost 80 percent of Waverly's revenues of $162 million were generated by its publishing divisions.
 Waverly said it expects 1993 earnings per share from continuing operations to fall short of 1992 earnings per share from operations for two reasons. First, as previously announced, the company will be relocating its facilities within the Baltimore area during 1994. The impact of this decision will result in a one-time, non-cash charge to earnings of approximately $.25 per share in the third quarter. Second, owing primarily to continued softness in sales to the pharmaceutical industry in the United States and Europe, Waverly expects its earnings in publishing to trail 1992's performance.
 Waverly, Inc. was founded in 1890 as The Williams & Wilkins Co. by John Williams and Harry Wilkins. In 1904, the ownership of the company was acquired by Edward B. Passano. Originally a commercial printer, in 1925 two separate corporations were formed: Waverly Press, Inc. for the printing of scientific and technical literature, and The Williams & Wilkins Company for the publishing of scientific and medical books and periodicals.
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 /CONTACT: George D. Edwards II of Waverly, 410-385-1443, or fax, 410-385-1446/

CO: Waverly, Inc.; Cadmus Communications ST: Maryland, Virginia IN: PUB SU: TNM

LJ-MP -- PH006 -- 7169 09/30/93 10:00 EDT
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Publication:PR Newswire
Date:Sep 30, 1993

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