Quebecor World USA Inc – ‘10-K405’ for 12/28/97

As of:  Friday, 3/27/98   ·   For:  12/28/97   ·   Accession #:  1047469-98-12072   ·   File #:  1-11802

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                20    110K 
 2: EX-10.17    Letter Agreement                                       1      7K 
 3: EX-10.27    SEC.Prom.Note                                          2     15K 
 4: EX-13       Portions of Annual Report                             26    122K 
 5: EX-21       Subsidiaries of Registrant                             1      5K 
 6: EX-27.1     Financial Data Schedule                                2      9K 
 7: EX-27.2     FDS #2                                                 2      8K 
 8: EX-27.3     FDS #3                                                 2      9K 

10-K405   —   Annual Report — [x] Reg. S-K Item 405
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
 FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934                                                                         

For the fiscal year ended December 28, 1997       Commission file number 1-11802

[Graphic omitted] 

--------------- 

 WORLD COLOR PRESS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE                              37-1167902    
(State or other jurisdiction of    (IRS Employer Identification Number) 
incorporation or organization)                                          

THE MILL, 340 PEMBERWICK ROAD                                           
GREENWICH, CONNECTICUT                              06831               
(Address of principal executive offices)          (Zip Code)            

203-532-4200
(Registrant's telephone number, including area code)

 ---------------

 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                        [Enlarge/Download Table]

         TITLE OF EACH CLASS                      NAME OF EACH EXCHANGE ON WHICH REGISTERED
         -------------------                      -----------------------------------------
                                                                                           
Common Stock, $.01 par value per share                  New York Stock Exchange, Inc.      
9-1/8% Senior Subordinated Notes due 2003               New York Stock Exchange, Inc.      
6% Convertible Senior Subordinated Notes due 2007       New York Stock Exchange, Inc.      

--------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

    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 [ ]                        

      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 registrant's 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. [x]                                                                  

 The only class of voting securities of World Color Press, Inc. is its
common stock, par value $.01 per share (the "Common Stock"). On March 13, 1998, 
the aggregate market value of the voting stock held by non-affiliates of the    
registrant was approximately $1,234.5 million.                                  

--------------

      The number of shares of the Common Stock outstanding as of March 13, 1998:
38,354,853                                                                      

 DOCUMENTS INCORPORATED BY REFERENCE

Certain exhibits as listed on the Exhibit Index and filed with      
registrant's registration statement on Form S-1 (No. 33-99676) and registrant's 
registration statement on Form S-8 (No. 333-47743) under the Securities Act of  
1933, as amended, are incorporated by reference into Part IV of this Form 10-K. 
Portions of the registrant's 1997 Annual Report to Stockholders are incorporated
by reference into Part II of this Form 10-K. Portions of the registrant's       
definitive Proxy Statement dated March 27, 1998 are incorporated by reference   
into Part III of this Form 10-K.                                                

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 INDEX

                                                                            Page
                                                                            ----

PART I                                                                          

ITEM 1.  Business .......................................................    1  
ITEM 2.  Properties .....................................................    5  
ITEM 3.  Legal Proceedings ..............................................    6  
ITEM 4.  Submission of Matters to a Vote of Security Holders ............    6  

PART II                                                                         

ITEM 5.  Market for Registrant's Common Equity and Related Stockholder          
       Matters ........................................................    7
ITEM 6.  Selected Financial Data ........................................    7  
ITEM 7.  Management's Discussion and Analysis of Financial Condition            
       and Results of Operations ......................................    7
ITEM 8.  Financial Statements and Supplementary Data ....................    7  
ITEM 9.  Changes in and Disagreements With Accountants on Accounting            
       and Financial Disclosure .......................................    7

PART III                                                                        

ITEM 10. Directors and Executive Officers of the Registrant .............    8  
ITEM 11. Executive Compensation .........................................    8  
ITEM 12. Security Ownership of Certain Beneficial Owners and Management .    8  
ITEM 13. Certain Relationships and Related Transactions .................    8  

PART IV                                                                         

ITEM 14. Exhibits, Financial Statement Schedules, and Reports on                
       Form 8-K .......................................................    9

SIGNATURES ..............................................................   15  

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PART I

ITEM 1. BUSINESS.                                                               

GENERAL                                                                         

World Color Press, Inc. (together with its subsidiaries, "World Color" or the   
"Company") is an industry leader in the management and distribution of print and
digital information. The Company is the third largest diversified commercial    
printer in the United States, providing digital prepress, press, multi-media,   
binding and distribution services to customers in the magazine, catalog,        
commercial, book, direct mail and directory market sectors. Founded in 1903, the
Company currently operates a national network of 47 production and distribution 
facilities and an extensive network of sales offices nationwide. Through        
selective acquisitions and internal expansion, World Color has strategically    
positioned itself as a full-service provider of multiple high technology        
solutions for its customers' imaging, print and distribution needs.             

The Company operates in one business segment -- printing services. The following
table presents the percentage of total revenue contributed by each market sector
during the past three fiscal years.                                             

                  1997        1996      1995

Magazines                      30%         29%       31%            
Catalogs                       24          27        23             
Commercial                     23          27        30             
Books                          11           2         -             
Direct Mail                     7           9         9             
Directories                     5           6         7             
                 ---         ---       ---
       TOTAL:     100%        100%      100%
                 ===         ===       ===

The Company completed two acquisitions in 1997: Rand McNally Book & Media       
Services Company (January), a hardcover book printer servicing the consumer,    
education and reference markets and The Johnson & Hardin Co. (July), which      
is a short-to-medium run printer servicing the magazine and commercial sectors. 
The above table includes the revenues recognized by World Color from these      
operations from their respective acquisition dates in 1997.                     

Substantially all sales are made to customers through employees of the Company  
based upon customer specification. A significant amount of the Company's sales  
are made pursuant to term contracts with its customers, with the remainder being
made on an order-by-order basis. As a result, the Company has a significant     
backlog of orders. No customer accounted for more than 10% of the Company's net 
sales in 1997. In the opinion of management, the loss, at substantially the same
time, of all of the business provided by any one of its largest customers could 
have an adverse effect upon the Company.                                        

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MARKET SECTORS                                                                  

MAGAZINES. The Company believes that it is the second largest printer of        
consumer magazines in the United States. The Company's principal competitors in 
this sector consist of three diversified printing companies. World Color's      
publication customer base includes some of the largest and most established     
consumer magazine publishers in a diverse range of market categories.           
Established publications are the most likely to have a continuing and improving 
presence. Additionally, the popularity of these magazines makes them less       
susceptible to cyclical downturns in advertising spending, which the Company    
believes provides it with a significant advantage over competitors whose        
customers may be more susceptible to such downturns.                            

A majority of the Company's magazine printing is performed under contracts with 
remaining terms of between one and ten years, the largest of which are with     
customers whose relationships with the Company average more than 20 years. The  
Company has extended a majority of such contracts beyond their initial          
expiration dates and intends to continue this practice when economically        
practicable.                                                                    

CATALOGS. The Company is a leading printer for the U.S. catalog market. The     
Company's key competitors in the catalog market consist of four diversified     
commercial printers whose facilities enable them to compete in the national     
market and smaller local and regional printers who compete for regional         
business. In addition, the Company's business-to-business catalog printing work 
spans a broad range of industries including the computer, home and office       
furniture, office products and industrial safety products industries.           

COMMERCIAL. The Company is a premier printer of high quality specialty products 
such as annual reports (including its own) and automobile and travel brochures. 
World Color is also a leading printer of product brochures, bill stuffers,      
informational marketing materials and other advertising supplements. The Company
has focused on building lasting customer relationships through investments in   
equipment, focused customer service and the maintenance of the flexibility      
required to accommodate specific and changing customer needs. The Company       
believes its reputation for and dedication to innovation and leadership in      
specialized services will allow it to enjoy continued loyalty from its          
customers.                                                                      

The Company also prints free-standing inserts and retail inserts for established
national retailers. With a broad range of specialized equipment and focused     
attention to customer service, the Company provides its commercial customers    
with format flexibility, high speed production and the ability to print high    
quality commercial products from start to finish at one full-service source.    

BOOKS. Through its acquisition of Ringier America in June 1996, World Color     
believes it has become the largest printer of mass-market, racksize books in the
world. In January 1997, the Company acquired the Book Services Group of Rand    
McNally, which prints hardcover books for the consumer, education and reference 
markets, and services many of the largest U.S. publishers.                      

DIRECT MAIL. Direct mail marketing services are an important and rapidly growing
component of many businesses' marketing programs and overall U.S. advertising   
expenditures. The Company prints direct mail materials such as booklets,        
inserts, bill stuffers and other advertisements. In addition, the Company       
provides direct marketers with direct imaging, personalization and other        
lettershop services.                                                            

DIRECTORIES. The Company has printed directories since 1981 predominately       
through its relationship with Pacific Bell. The Company prints four-color       
white-page and yellow-page directories for Pacific Bell pursuant to a contract  
which extends through the year 2000 and which can be extended by Pacific Bell   
for up to an additional five years. The Company prints a total of over 100      
different regional directory titles for Pacific Bell and certain other          
customers.                                                                      

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CURRENT SERVICES.                                                               

PREPRESS SERVICES. The Company provides a complete spectrum of film and digital 
preparation services, from traditional paste-up and color separations to        
state-of-the-art, all-digital prepress, as well as digital imaging and digital  
archiving. The Company's eleven specialized digital and prepress facilities,    
which are all strategically located close to the Company's customers, provide   
high quality, 24-hour preparatory services linked directly to the Company's     
various printing facilities. In addition, the Company's computer systems enable 
customers and World Color to exchange images and textual material electronically
directly between the Company's printing and prepress facilities and the         
customers' business locations. The Company's integrated prepress operations     
provide it with comparative advantages over traditional prepress shops that are 
not able to provide the same level of services. The Company's digital group also
provides multi-media services such as the transformation of customers' existing 
printed and digital material into interactive media such as user-friendly       
information kiosk systems, Internet web sites, corporate intranets, CD-ROM's and
computer laptop sales presentations. The Company's digital services group has   
provided a natural opportunity for the Company's cross-selling efforts by       
offering its integrated prepress and multi-media services to the Company's print
customers who may have historically used third-party suppliers for their        
prepress and multi-media needs.                                                 

PRESS AND BINDING SERVICES. The Company believes that it provides its customers 
with access to state-of-the-art technology in all phases of the printing and    
binding process, including, among others, wide-web presses, computerized quality
information systems, computer-to-plate and digital processing systems, high     
speed binding and personalization capabilities and robotic material handling.   
Wide-web press technology, a large expenditure for which only a small number    
of well-capitalized printers are able to justify, generates a significant cost  
savings on longer press runs. The computerized quality information systems      
provide the Company and its customers with instant analysis of the quality of   
the printing, thereby enabling the Company to improve its performance and plan  
preventative maintenance of its equipment more effectively. The                 
computer-to-plate and digital processing technologies eliminate the use of film 
which significantly reduces costs and production time and enables World Color's 
customers to extend their production deadlines. The Company's personalization   
capabilities allow customers to include different content, whether advertising  
or editorial or both, within different copies of their product depending upon   
the geographic, demographic and subscriber specifications of their readers.     

The Company operates web and sheetfed offset, rotogravure, flexographic and     
digital presses. The Company believes that the variety and capabilities of its  
presses and other production equipment allow World Color to meet the broad range
of its customers' printing needs and be the full service provider demanded by   
the market. This capacity provides the Company with a competitive advantage over
those smaller printers who are unable to meet this demand.                      

DISTRIBUTION AND LOGISTICS. The Company believes that its sophisticated mailing 
and distribution capabilities are among the best in the industry. World Color   
maintains a network of strategic regional locations from which it provides its  
customers important local access to the Company's nationwide services. Nearly   
all of the Company's printing facilities dedicated to servicing its magazine,   
catalog and direct mail customers are strategically located in the mid-region of
the country. The Company believes that the size of these printing plants and    
their central location and close proximity to each other provide the Company    
with a significant advantage in distribution capabilities, enabling it to       
distribute a greater volume of product than its competitors to a wider target   
market at a lower cost. The Company also operates facilities on the west and    
east coasts which serve more regionalized needs. The Company uses computerized  
cost studies to examine the benefits of pooled and palletized mailings for each 
customer to develop an efficient and cost effective distribution plan designed  
to ensure that the customer's product reaches consumers at narrowly specified   
delivery times.                                                                 

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COMPETITION                                                                     

Although the Company is one of the largest diversified commercial printers in   
the United States, the industry is highly competitive in most product categories
and geographic regions. Competition is largely based on price, quality, range of
services offered, distribution capabilities, customer service, availability of  
printing time on appropriate equipment and state-of-the-art technology. The     
Company competes for commercial business not only with large national printers, 
but also with smaller regional printers. In certain circumstances, due primarily
to factors such as freight rates and customer preference for local services,    
printers with better access to certain regions of the country may have a        
competitive advantage in such a region. The Company believes that primarily due 
to the continued excess capacity in the industry, there has been downward       
pricing pressure and increased competition in the printing industry.            

RAW MATERIALS                                                                   

The primary raw materials required in a printing operation are ink and paper.   
The Company supplies all of the ink and a substantial amount of the paper used  
in the printing process. The Company provides warehouse space for both World    
Color and customer supplied paper. The price of paper, the primary raw material 
used by the Company, is volatile over time and may cause significant swings in  
net sales and cost of sales. The Company generally is able to pass on increases 
in the cost of paper to its customers, while declines in paper costs result in  
lower prices to its customers. Since the beginning of 1997, the paper market    
firmed in pricing and availability for certain grades. During the first quarter 
of 1998, the price for most grades of paper increased modestly. Although the    
Company anticipates that the price of certain grades of paper may continue to   
increase during the balance of 1998, the Company believes it has adequate       
allocations with its paper suppliers to meet its customers' needs. The Company's
contracts with its customers generally provide for price adjustments to reflect 
price changes for other materials, wages and outside services. World Color's    
materials management program capitalizes on the Company's purchasing power in   
order to minimize materials costs while optimizing inventory management. In     
addition, the Company's strong commercial relationships with a relatively small 
number of suppliers allow the Company to negotiate favorable price discounts and
achieve more assured sourcing of high quality paper that meets the Company's    
specifications. The Company is not dependent upon any one source for its paper  
or ink. Given the volume of the Company's purchases, the Company is generally   
able to obtain quality paper, ink and other materials at competitive prices. The
Company believes that an adequate supply of ink is available.                   

ENVIRONMENTAL COMPLIANCE                                                        

The Company is subject to regulation under various and changing federal, state  
and local laws relating to the environment and to employee safety and health.   
These environmental regulations relate to the generation, storage,              
transportation, disposal and emission into the environment of various           
substances. Permits are required for operation of the Company's                 
business (particularly air emission permits), and these permits are subject to  
renewal, modification and, in certain circumstances, revocation. The Company    
believes that it is in substantial compliance with such laws and permitting     
requirements. The Company is also subject to regulation under various and       
changing federal, state and local laws which allow regulatory authorities to    
compel (or to seek reimbursement for) cleanup of environmental contamination at 
its own sites and at facilities where its waste is or has been disposed.        

The Company has internal controls and personnel dedicated to compliance with all
applicable environmental laws. The Company estimates that capital expenditures  
in 1998 and 1999 required to comply with federal, state and local provisions for
environmental controls, as well as expenditures for the Company's share of costs
for environmental clean-up, if any, will not be material and will not have a    
material adverse effect on the Company. The Company expects to incur ongoing    
capital and operating costs to maintain compliance with applicable environmental
laws, which costs the Company does not expect to be, in the aggregate, material.

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RESEARCH AND DEVELOPMENT                                                        

Suppliers of equipment and materials used by companies such as World Color      
perform most of the research and development related to the printing industry.  
Accordingly, the Company has not spent a material amount of resources for such  
purposes. World Color does, however, dedicate significant resources to improving
its operating efficiencies and the services it provides to its customers. In an 
effort to realize increased efficiencies in its printing processes, the Company 
has made significant investments in state-of-the-art equipment, including new   
press and binding technology, digital photography, computer-to-plate and digital
processing technology and real-time product quality monitoring systems.         

EMPLOYEES                                                                       

As of March 1, 1998, the Company had approximately 15,000 employees, of which   
approximately 2,779 or 18.5% were represented by unions. As of March 1, 1998,   
approximately 10% of such union employees were covered under several different  
labor contracts which expire in September and October 1998, with the balance    
covered by labor contracts that expire during 1999, 2000 and 2002. The Company  
believes it has satisfactory employee and labor relations.                      

ITEM 2. PROPERTIES.                                                             

The Company's corporate office is currently located in leased facilities in     
Greenwich, Connecticut. Production facilities are located throughout the United 
States, as set forth below. The Company believes its facilities provide adequate
productive capacity for its needs. Summary information regarding the Company's  
facilities is set forth below:                                                  

Use and Location                                   Owned/Leased   Square Footage
----------------                                   ------------   --------------
Corporate Headquarters:                                                         
Greenwich, Connecticut.........................          Leased           31,000
Printing Plants:                                                                
Atlanta, Georgia...............................           Owned          129,000
Augusta, Georgia...............................           Owned          650,000
Aurora, Illinois...............................           Owned          227,000
Brookfield, Wisconsin..........................           Owned          309,000
Corinth, Mississippi...........................           Owned          623,000
Covington, Tennessee...........................           Owned          565,000
Dresden, Tennessee.............................           Owned          618,300
Dyersburg, Tennessee...........................           Owned          865,000
Elk Grove Village, Illinois....................           Owned          175,000
Elk Grove Village, Illinois....................          Leased           93,000
Effingham, Illinois............................           Owned          640,000
Gainesville, Georgia...........................          Leased          130,000
Jonesboro, Arkansas............................           Owned          425,000
Lebanon, Ohio..................................           Owned          280,000
Los Angeles, California........................          Leased          299,000
Merced, California.............................           Owned          500,000
Metairie,Louisiana ............................           Owned          106,000
North Haven, Connecticut.......................           Owned          440,000
Oakwood,Georgia ...............................           Owned          250,000
Oberlin, Ohio..................................           Owned          110,000
Oklahoma City, Oklahoma........................           Owned          210,000
Omaha, Nebraska................................          Leased           42,000
Orlando, Florida...............................          Leased          191,000
Red Bank, Ohio.................................           Owned          168,000
Salem, Illinois................................           Owned          680,000
South Windsor, Connecticut.....................           Owned           42,000
Stillwater, Oklahoma...........................           Owned          335,000
Taunton, Massachusetts.........................           Owned          352,000
Versailles, Kentucky...........................           Owned        1,090,000
Winchester, Virginia...........................           Owned           96,000

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Digital Services/Prepress:                                                      
Charlotte, North Carolina......................          Leased           28,000
Des Plaines, Illinois..........................           Owned           26,000
Lake Mary, Florida.............................          Leased           11,000
Lexington, Kentucky............................          Leased           20,000
Los Angeles, California........................          Leased           21,000
New York, New York.............................          Leased           10,000
Orlando, Florida...............................          Leased           27,000
St. Charles, Missouri..........................          Leased           20,000
Tampa, Florida.................................          Leased           14,300
Warren, Michigan...............................          Leased           11,000
Washington, D.C................................           Owned           65,000
Distribution:                                                                   
Altamont, Illinois.............................          Leased           27,000
Bensenville, Illinois (Distribution/Bindery)...           Owned          307,000
Flora, Illinois................................           Owned          119,000
Lexington, Kentucky............................          Leased          175,000
Lexington, Kentucky............................          Leased          108,000
Trenton, Tennessee.............................          Leased           96,000
Warehouse:                                                                      
Corinth, Mississippi...........................          Leased           25,600
Dresden, Tennessee.............................          Leased           34,900
Elk Grove Village, Illinois....................          Leased          102,000
Versailles, Kentucky...........................          Leased           46,000

In addition, the Company maintains an extensive network of sales offices located
throughout the United States. The Company believes that none of its leases is   
material to its operations and that such leases were entered into on market     
terms.                                                                          

ITEM 3. LEGAL PROCEEDINGS.                                                      

The Company does not believe that there are any pending legal proceedings which,
if adversely determined, could have a material adverse effect on the financial  
condition or results of operations of the Company, taken as a whole.            

There were no material pending legal proceedings that were terminated in the    
fourth quarter of the fiscal year ended December 28, 1997.                      

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                    

None                                                                            

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 PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.  

MARKET PRICE RANGE OF COMMON STOCK                                              

World Color's Common Stock is listed on the New York Stock Exchange under the   
symbol: "WRC". At March 13, 1998 there were 128 record holders of the Common    
Stock. The following table sets forth the range of the high and low sales prices
of the Common Stock as quoted on the New York Stock Exchange for 1996 and 1997. 
The first quarter 1996 information reflects market prices from January 25, 1996 
(the date of the Company's initial public offering) to March 31, 1996. Prior to 
January 25, 1996, there was no established public trading market for the        
Company's Common Stock. The Company paid no dividends during 1996 or 1997.      

1996                     High           Low        Close            

First Quarter            21 1/2         18 1/4    19                
Second Quarter           25 1/2         18        25 3/8            
Third Quarter            25 1/8         20 1/2    22                
Fourth Quarter           24 1/8         17 3/4    19 1/8            

1997                     High           Low        Close            

First Quarter            22 5/8         18 1/8    20 1/4            
Second Quarter           26 1/4         19 5/8    24 1/8            
Third Quarter            32 7/16        23 1/4    29 9/16           
Fourth Quarter           30 1/4         22 11/16  25 15/16          

DIVIDEND POLICY                                                                 

The Company does not anticipate declaring and paying cash dividends on the      
Common Stock at any time in the foreseeable future. The decision whether to     
apply legally available funds to the payment of dividends on the Common Stock   
will be made by the Board of Directors of the Company from time to time in the  
exercise of its prudent business judgment, taking into account, among other     
things, the Company's results of operations and financial condition, any then   
existing or proposed commitments for the use by the Company of available funds, 
and the Company's obligations with respect to any then outstanding class or     
series of its preferred stock. The Company is restricted by the terms of certain
of its outstanding debt and financing agreements from paying cash dividends on  
its Common Stock.                                                               

ITEM 6. SELECTED FINANCIAL DATA.                                                

See "Selected Financial Data" on page 18 of the Company's Annual Report to      
Stockholders, which information is incorporated by reference herein.            

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS.                                                  

See "Management's Discussion and Analysis" on pages 19 - 21 of the Company's    
Annual Report to Stockholders, which information is incorporated by reference   
herein.                                                                         

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                            

The consolidated financial statements described in Item 14(a) hereof are        
incorporated herein. The supplementary quarterly data set forth in Note 16 on   
page 36 of the Company's Annual Report to Stockholders is incorporated herein by
reference.                                                                      

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE.                                           

None.                                                                           

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                    

See "Election of Directors" on pages 2 - 4; "Executive Officers" on pages 9 - 10
and "Other Matters" on page 22 of the Company's definitive Proxy Statement dated
March 27, 1998, which information is incorporated herein by reference.          

ITEM 11. EXECUTIVE COMPENSATION.                                                

See "Board of Directors -- Director Compensation" on page 5; "Executive         
Compensation -- Summary Compensation Table", "-- Option Grants in 1997", "--    
Aggregate Option Exercises in Fiscal 1997 and Fiscal Year-End Option Values",   
"-- Compensation Under Retirement Plans" and "-- Agreements With Named Executive
Officers" on pages 11 - 13 and "-- Compensation Committee Interlocks and Insider
Participation" on page 16 of the Company's definitive Proxy Statement dated     
March 27, 1998, which information is incorporated herein by reference.          

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.        

See "Stock Ownership of Certain Beneficial Owners and Management" on pages 7 - 8
of the Company's definitive Proxy Statement dated March 27, 1998, which         
information is incorporated herein by reference.                                

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                        

See "Certain Relationships and Related Transactions" on page 6 of the Company's 
definitive Proxy Statement dated March 27, 1998, which information is           
incorporated herein by reference.                                               

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 PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.     

(a) The following documents are filed as a part of this report:     

(i)   Financial Statements                              

                The Company's Consolidated Financial Statements, as included
in Part II, Item 8, are as follows:         

                                                              Page in 1997
                                                              Annual Report to
                                                              Stockholders
                                                              ------------

Independent Auditors' Report                                     22   
Consolidated Balance Sheets as of December 28, 1997 and               
December 29, 1996                                              23 
Consolidated Statements of Operations for the Years ended             
December 28, 1997, December 29, 1996 and December 31, 1995     24 
Consolidated Statements of Stockholders' Equity for the               
Years ended December 28, 1997, December 29, 1996 and              
December 31, 1995                                              25 
Consolidated Statements of Cash Flows for the Years ended             
December 28, 1997, December 29, 1996 and December 31, 1995     26 
Notes to Consolidated Financial Statements                    27 - 36 

(ii)  Financial Statement Schedule:                     

                 Independent Auditors' Report, as set forth on page 13 of this
report.                                     

                Schedule II, Valuation and Qualifying Accounts, as set forth
on page 14 of this report.                  

          All other schedules have been omitted because they are
          inapplicable or are not required or the information is
           included elsewhere in the financial statements or notes
thereto.                                    

(iii) Exhibits:                                         

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EXHIBIT NO.                             DESCRIPTION                             
-----------                             -----------                             

3.1         Amended and Restated Certificate of Incorporation of World Color    
          Press, Inc., incorporated by reference to Exhibit 3.1 to World
           Color's Registration Statement on Form S-1 (No. 33-99676) under
           the Securities Act of 1933, as amended (the "World Color Equity
S-1").                                              

3.2         Amended and Restated By-Laws of World Color Press, Inc.,            
            incorporated by reference to Exhibit 3.2 to World Color's Annual
            Report on Form 10-K for the fiscal year ended December 29, 1996.

4.1         Indenture (the "Indenture") between World Color and First Trust     
              National Association, as trustee, relating to World Color's 9-1/8%
             Senior Subordinated Notes due 2003 (the "Notes"), incorporated by
           reference to Exhibit 4.1 to World Color's Annual Report on Form
10-K for the fiscal year ended December 26, 1993.   

4.2         Specimen of 9-1/8% Senior Subordinated Notes due 2003 (included in  
     the Indenture, incorporated by reference as Exhibit 4.1).

4.3         Indenture (the "Convert Indenture") between World Color Press,      
     Inc. and State Street Bank and Trust Company, as trustee,
        relating to World Color's 6% Convertible Senior Subordinated
         Notes due 2007 (the "Converts"), incorporated by reference to
          Exhibit 4.1 to World Color's Quarterly Report on Form 10-Q for
the quarterly period ended September 28, 1997.      

4.4         Specimen of Converts (included in the Convert Indenture,            
incorporated by reference as Exhibit 4.3).          

10.1        Second Amended and Restated Credit Agreement, dated as of June 6,   
          1996, among World Color Press, Inc. and the lenders and agents
             party thereto (the "Credit Agreement"), incorporated by reference
             to Exhibit 10.2 to World Color's Current Report on Form 8-K dated
June 21, 1996.                                      

10.2        First Amendment dated as of June 10, 1996 to the Credit Agreement,  
              incorporated by reference to Exhibit 10.3 to World Color's Current
Report on Form 8-K dated June 21, 1996.             

10.3        Limited Waiver, Consent and Second Amendment to Second Amended and  
            Restated Credit Agreement dated as of June 9, 1997, by and among
            World Color Press, Inc., the Lenders party to the Second Amended
             and Restated Credit Agreement, as amended, Bankers Trust Company,
     as Administrative Agent, and the Guarantors listed on the
             signature pages, incorporated by reference to Exhibit 10.1 to the
              World Color Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 1997.                                

10.4        Third Amendment to Second Amended and Restated Credit Agreement     
            dated as of June 27, 1997, by and among World Color Press, Inc.,
       the Lenders party to the Second Amended and Restated Credit
           Agreement, as amended, Bankers Trust Company, as Administrative
    Agent, and the Guarantors listed on the signature pages,
        incorporated by reference to Exhibit 10.2 to the World Color
             Quarterly Report on Form 10-Q for the quarterly period ended June
29, 1997.                                           

10.5        Limited Waiver, Consent and Fourth Amendment to Second Amended and  
            Restated Credit Agreement dated as of September 29, 1997, by and
          among World Color Press, Inc., the Lenders party to the Second
            Amended and Restated Credit Agreement, as amended, Bankers Trust
              Company, as Administrative Agent, and the Guarantors listed on the
              signature pages thereto, incorporated by reference to Exhibit 10.4
            to World Color's Quarterly Report on Form 10-Q for the quarterly
period ended September 28, 1997.                    

10.6        Receivables Sale Agreement dated as of June 30, 1997 among World    
          Color Finance, Inc., as the Seller, ABN AMRO Bank N.V., as the
         Agent, the Liquidity Providers from time to time party to the
   agreement, ABN AMRO Bank N.V., as the Enhancer, and the
      Windmill Funding Corporation, incorporated by reference to
         Exhibit 10.4 to the World Color Quarterly Report on Form 10-Q
for the quarterly period ended June 29, 1997.       

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EXHIBIT NO.                             DESCRIPTION                             
-----------                             -----------                             

10.7        Receivables Purchase Agreement dated as of June 30, 1997 between    
   World Color Press, Inc., and World Color Finance, Inc.,
        incorporated by reference to Exhibit 10.5 to the World Color
             Quarterly Report on Form 10-Q for the quarterly period ended June
29, 1997.                                           

10.8        Indemnity Agreement dated as of June 30, 1997, made by and between  
     World Color Press, Inc. and ABN AMRO Bank N.V., as agent,
        incorporated by reference to Exhibit 10.6 to the World Color
             Quarterly Report on Form 10-Q for the quarterly period ended June
29, 1997.                                           

10.9        Participation Agreement, dated as of April 30, 1990, among World    
            Color, as lessee, General Electric Capital Corporation, as owner
            participant and The Connecticut National Bank, as owner trustee,
           as amended, incorporated by reference to Exhibit 10.18 to World
           Color's Registration Statement on Form S-1 (No. 33-59490) under
         the Securities Act of 1933, as amended (the "World Color Debt
S-1").                                              

10.10       Lease Agreement, dated as of April 30, 1990, between the Connecticut
          National Bank, as Owner Trustee, as lessor and World Color, as
             lessee, as amended, incorporated by reference to Exhibit 10.19 to
the World Color Debt S-1.                           

10.11       Form of Unitholders Agreement, incorporated by reference to Exhibit 
10.21 to the World Color Debt S-1.                  

10.12       Form of Optionholders Agreement between World Color and the         
            Optionholders (as defined therein), incorporated by reference to
Exhibit 10.23 to the World Color Debt S-1.          

10.13       Second Amended and Restated Stock Option Plan of World Color Press, 
            Inc., incorporated by reference to Exhibit 10.9 to World Color's
             Annual Report on Form 10-K for the fiscal year ended December 25,
1994.                                               

10.14       Form of World Color Stock Option Agreement, incorporated by         
   reference to Exhibit 10.25 to the World Color Debt S-1.

10.15       Letter Agreement, dated as of November 4, 1991, between World Color 
        and Marc L. Reisch regarding certain severance arrangements,
              incorporated by reference to Exhibit 10.26 to the World Color Debt
S-1.                                                

10.16       Letter Agreement, dated as of October 9, 1995, between World Color  
           and Jennifer L. Adams regarding certain severance arrangements,
         incorporated by reference to Exhibit 10.12 to the World Color
Equity S-1.                                         

10.17       Letter Agreement, dated as of February 11, 1998, between World Color
        and Dean E. Cherry regarding certain severance arrangements.

10.18       Third Amendment to the World Color Press, Inc. Supplemental         
           Executive Retirement Plan, incorporated by reference to Exhibit
            10.18 to World Color's Annual Report on Form 10-K for the fiscal
year ended December 25, 1994.                       

10.19       Trust under the World Color Press, Inc. Supplemental Retirement     
              Plan, dated as of October 12, 1995, by and between World Color and
       Harris Trust and Savings Bank, incorporated by reference to
              Exhibit 10.2 to the World Color Form 10-Q for the quarterly period
ended October 1, 1995.                              

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EXHIBIT NO.                             DESCRIPTION                             
-----------                             -----------                             

10.20       The World Color Press, Inc. Second Amended and Restated Supplemental
          Retirement Plan dated June 14, 1995, as amended July 15, 1997,
        incorporated by reference to Exhibit 10.1 to the World Color
        Quarterly Report on Form 10-Q for the quarterly period ended
September 28, 1997.                                 

10.21       Stock Option Agreement dated as of June 12, 1997, incorporated by   
            reference to Exhibit 10.2 to the World Color Quarterly Report on
        Form 10-Q for the quarterly period ended September 28, 1997.

10.22       Stock Option Agreement dated as of June 12, 1997, incorporated by   
            reference to Exhibit 10.3 to the World Color Quarterly Report on
        Form 10-Q for the quarterly period ended September 28, 1997.

10.23       Form of Amended and Restated 1995 Senior Management Stock Option    
         Plan of World Color Press, Inc., incorporated by reference to
             Exhibit 10.3 to the World Color Quarterly Report on Form 10-Q for
the quarterly period ended June 29, 1997.           

10.24       Form of Stock Option Agreement between World Color and certain      
          Optionholders, incorporated by reference to Exhibit 4.7 to the
World Color Registration Statement on Form S-8 (No. 
   333-47743)under the Securities Act of 1933, as amended.

10.25       Amended and Restated Registration Rights Agreement, dated as of     
              November 20, 1995, among World Color Press, Inc., KKR Partners II,
         L.P., Manufacturing Acquisition Associates, L.P., PACE Equity
         Associates, L.P., KKR Associates, L.P., Merrill Lynch Capital
      Appreciation PSHP, No. 1, L.P., Merrill Lynch Offshore LBO
             Partnership No. 1, Merrill Lynch Employees LBO Partnership No. 1,
              Merrill Lynch Kecalp L.P. 1984, Merrill Lynch Kecalp L.P. 1986 and
           Merrill Lynch L.P. Holdings, Inc., incorporated by reference to
Exhibit 10.24 to the World Color Equity S-1.        

10.26       Registration Rights Agreement, dated as of November 20, 1995, among 
          World Color Press, Inc., APC Associates, GR Associates and WCP
         Associates, incorporated by reference to Exhibit 10.25 to the
World Color Equity S-1.                             

10.27       Promissory Note dated March 12, 1998, given by Brian Sullivan.      

13.0        Pages 18 - 36 of the 1997 Annual Report to Stockholders (with the   
        exception of the pages incorporated by reference herein, the
      Annual Report to Stockholders is not part of this filing).

21.0        Subsidiaries of World Color.                                        

27.1        Financial Data Schedule for the year ended December 28, 1997.       

27.2        Financial Data Schedule for the interim periods of fiscal 1997.     

27.3        Financial Data Schedule for the interim and annual periods of       
fiscal 1996.                                        

(b)   Reports on Form 8-K                               

           No Current Reports on Form 8-K were filed during the fourth quarter
of World Color's fiscal year ended December 28, 1997.   

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INDEPENDENT AUDITORS' REPORT                                                    

To the Board of Directors and Stockholders                                      
of World Color Press, Inc.:                                                     

We have audited the consolidated financial statements of World Color Press, Inc.
and subsidiaries as of December 28, 1997 and December 29, 1996, and for each of 
the three years in the period ended December 28, 1997, and have issued our      
report thereon dated February 4, 1998; such consolidated financial statements   
and report are included in your 1997 Annual Report to Stockholders and are      
incorporated herein by reference. Our audits also included the financial        
statement schedule of World Color Press, Inc., listed in Item 14. This financial
statement schedule is the responsibility of the Company's management. Our       
responsibility is to express an opinion based on our audits. In our opinion,    
such financial statement schedule, when considered in relation to the basic     
financial statements taken as a whole, presents fairly in all material respects 
the information set forth therein.                                              

DELOITTE & TOUCHE LLP                                                           

New York, New York                                                              
February 4, 1998                                                                

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SCHEDULE II                                                                     

WORLD COLOR PRESS, INC.                                                         

VALUATION AND QUALIFYING ACCOUNTS                                               
(In Thousands)                                                                  

                                                        [Enlarge/Download Table]


---------------------------------------------------------------------------------------------------
                                              Additions                      Other                 
                                  Balance    Charged to                    Charges-      Balance at
                                 Beginning    Costs and    Deductions-   Add (Deduct)        End   
Classification                    Of Year     Expenses      Describe       Describe        of Year 
                                                                                                   
YEAR ENDED DECEMBER 28, 1997                                                                       
Allowance for uncollectible                                                                        
  accounts receivable              $8,476       $7,193       $8,345(1)     $1,963(2)     $  9,287  

YEAR ENDED DECEMBER 29, 1996                                                                       
Allowance for uncollectible                                                                        
  accounts receivable              $6,356       $1,454       $  834(1)     $1,500(2)     $  8,476  

YEAR ENDED DECEMBER 31, 1995                                                                       
Allowance for uncollectible                                                                        
  accounts receivable              $4,718       $1,875       $  976(1)     $  739(2)     $  6,356  

(1)   Write-offs of receivables, net of recoveries.                             

(2)   Balance of acquired companies at acquisition date.                        

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SIGNATURES

 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.                       

           WORLD COLOR PRESS, INC.
        (Registrant)

Date: March 27, 1998              By:/s/ Michael D. Helfand                     
                          --------------------------------
            Michael D. Helfand
                         Executive Vice President, Chief
           Financial 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 indicated on March 27, 1998.                                     

SIGNATURES                        TITLES                                        

/s/ Robert G. Burton             Chairman of the Board of Directors,          
-------------------------         President and Chief Executive Officer         
Robert G. Burton             (Principal Executive Officer)            

/s/ Michael D. Helfand           Executive Vice President, Chief Financial    
-------------------------         Officer (Principal Financial Officer;         
Michael D. Helfand           Principal Accounting Officer)            

/s/ Gerald S. Armstrong          Director                                     
-------------------------                                                       
Gerald S. Armstrong                                                   

/s/ Patrice M. Daniels           Director                                     
-------------------------                                                       
Patrice M. Daniels                                                    

/s/ Dr. Mark J. Griffin          Director                                     
-------------------------                                                       
Dr. Mark J. Griffin                                                   

/s/ Henry R. Kravis              Director                                     
-------------------------                                                       
Henry R. Kravis                                                       

Director    
-------------------------                                                       
Alexander Navab, Jr.                                                  

/s/ Marc L. Reisch               Director, Vice Chairman and Group President  
-------------------------                                                       
Marc L. Reisch                                                        

/s/ George R. Roberts            Director                                     
-------------------------                                                       
George R. Roberts                                                     

/s/ Scott M. Stuart              Director                                     
-------------------------                                                       
Scott M. Stuart                                                       

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EXHIBIT INDEX     

EXHIBIT NO.                             DESCRIPTION                             
-----------                             -----------                             

3.1         Amended and Restated Certificate of Incorporation of World Color    
          Press, Inc., incorporated by reference to Exhibit 3.1 to World
           Color's Registration Statement on Form S-1 (No. 33-99676) under
           the Securities Act of 1933, as amended (the "World Color Equity
S-1").                                              

3.2         Amended and Restated By-Laws of World Color Press, Inc.,            
            incorporated by reference to Exhibit 3.2 to World Color's Annual
            Report on Form 10-K for the fiscal year ended December 29, 1996.

4.1         Indenture (the "Indenture") between World Color and First Trust     
              National Association, as trustee, relating to World Color's 9-1/8%
             Senior Subordinated Notes due 2003 (the "Notes"), incorporated by
           reference to Exhibit 4.1 to World Color's Annual Report on Form
10-K for the fiscal year ended December 26, 1993.   

4.2         Specimen of 9-1/8% Senior Subordinated Notes due 2003 (included in  
     the Indenture, incorporated by reference as Exhibit 4.1).

4.3         Indenture (the "Convert Indenture") between World Color Press,      
     Inc. and State Street Bank and Trust Company, as trustee,
        relating to World Color's 6% Convertible Senior Subordinated
         Notes due 2007 (the "Converts"), incorporated by reference to
          Exhibit 4.1 to World Color's Quarterly Report on Form 10-Q for
the quarterly period ended September 28, 1997.      

4.4         Specimen of Converts (included in the Convert Indenture,            
incorporated by reference as Exhibit 4.3).          

10.1        Second Amended and Restated Credit Agreement, dated as of June 6,   
          1996, among World Color Press, Inc. and the lenders and agents
             party thereto (the "Credit Agreement"), incorporated by reference
             to Exhibit 10.2 to World Color's Current Report on Form 8-K dated
June 21, 1996.                                      

10.2        First Amendment dated as of June 10, 1996 to the Credit Agreement,  
              incorporated by reference to Exhibit 10.3 to World Color's Current
Report on Form 8-K dated June 21, 1996.             

10.3        Limited Waiver, Consent and Second Amendment to Second Amended and  
            Restated Credit Agreement dated as of June 9, 1997, by and among
            World Color Press, Inc., the Lenders party to the Second Amended
             and Restated Credit Agreement, as amended, Bankers Trust Company,
     as Administrative Agent, and the Guarantors listed on the
             signature pages, incorporated by reference to Exhibit 10.1 to the
              World Color Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 1997.                                

10.4        Third Amendment to Second Amended and Restated Credit Agreement     
            dated as of June 27, 1997, by and among World Color Press, Inc.,
       the Lenders party to the Second Amended and Restated Credit
           Agreement, as amended, Bankers Trust Company, as Administrative
    Agent, and the Guarantors listed on the signature pages,
        incorporated by reference to Exhibit 10.2 to the World Color
             Quarterly Report on Form 10-Q for the quarterly period ended June
29, 1997.                                           

10.5        Limited Waiver, Consent and Fourth Amendment to Second Amended and  
            Restated Credit Agreement dated as of September 29, 1997, by and
          among World Color Press, Inc., the Lenders party to the Second
            Amended and Restated Credit Agreement, as amended, Bankers Trust
              Company, as Administrative Agent, and the Guarantors listed on the
              signature pages thereto, incorporated by reference to Exhibit 10.4
            to World Color's Quarterly Report on Form 10-Q for the quarterly
period ended September 28, 1997.                    

10.6        Receivables Sale Agreement dated as of June 30, 1997 among World    
          Color Finance, Inc., as the Seller, ABN AMRO Bank N.V., as the
         Agent, the Liquidity Providers from time to time party to the
   agreement, ABN AMRO Bank N.V., as the Enhancer, and the
      Windmill Funding Corporation, incorporated by reference to
         Exhibit 10.4 to the World Color Quarterly Report on Form 10-Q
for the quarterly period ended June 29, 1997.       

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EXHIBIT NO.                             DESCRIPTION                             
-----------                             -----------                             

10.7        Receivables Purchase Agreement dated as of June 30, 1997 between    
   World Color Press, Inc., and World Color Finance, Inc.,
        incorporated by reference to Exhibit 10.5 to the World Color
             Quarterly Report on Form 10-Q for the quarterly period ended June
29, 1997.                                           

10.8        Indemnity Agreement dated as of June 30, 1997, made by and between  
     World Color Press, Inc. and ABN AMRO Bank N.V., as agent,
        incorporated by reference to Exhibit 10.6 to the World Color
             Quarterly Report on Form 10-Q for the quarterly period ended June
29, 1997.                                           

10.9        Participation Agreement, dated as of April 30, 1990, among World    
            Color, as lessee, General Electric Capital Corporation, as owner
            participant and The Connecticut National Bank, as owner trustee,
           as amended, incorporated by reference to Exhibit 10.18 to World
           Color's Registration Statement on Form S-1 (No. 33-59490) under
         the Securities Act of 1933, as amended (the "World Color Debt
S-1").                                              

10.10       Lease Agreement, dated as of April 30, 1990, between the Connecticut
          National Bank, as Owner Trustee, as lessor and World Color, as
             lessee, as amended, incorporated by reference to Exhibit 10.19 to
the World Color Debt S-1.                           

10.11       Form of Unitholders Agreement, incorporated by reference to Exhibit 
10.21 to the World Color Debt S-1.                  

10.12       Form of Optionholders Agreement between World Color and the         
            Optionholders (as defined therein), incorporated by reference to
Exhibit 10.23 to the World Color Debt S-1.          

10.13       Second Amended and Restated Stock Option Plan of World Color Press, 
            Inc., incorporated by reference to Exhibit 10.9 to World Color's
             Annual Report on Form 10-K for the fiscal year ended December 25,
1994.                                               

10.14       Form of World Color Stock Option Agreement, incorporated by         
   reference to Exhibit 10.25 to the World Color Debt S-1.

10.15       Letter Agreement, dated as of November 4, 1991, between World Color 
        and Marc L. Reisch regarding certain severance arrangements,
              incorporated by reference to Exhibit 10.26 to the World Color Debt
S-1.                                                

10.16       Letter Agreement, dated as of October 9, 1995, between World Color  
           and Jennifer L. Adams regarding certain severance arrangements,
         incorporated by reference to Exhibit 10.12 to the World Color
Equity S-1.                                         

10.17       Letter Agreement, dated as of February 11, 1998, between World Color
        and Dean E. Cherry regarding certain severance arrangements.

10.18       Third Amendment to the World Color Press, Inc. Supplemental         
           Executive Retirement Plan, incorporated by reference to Exhibit
            10.18 to World Color's Annual Report on Form 10-K for the fiscal
year ended December 25, 1994.                       

10.19       Trust under the World Color Press, Inc. Supplemental Retirement     
              Plan, dated as of October 12, 1995, by and between World Color and
       Harris Trust and Savings Bank, incorporated by reference to
              Exhibit 10.2 to the World Color Form 10-Q for the quarterly period
ended October 1, 1995.                              

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EXHIBIT NO.                             DESCRIPTION                             
-----------                             -----------                             

10.20       The World Color Press, Inc. Second Amended and Restated Supplemental
          Retirement Plan dated June 14, 1995, as amended July 15, 1997,
        incorporated by reference to Exhibit 10.1 to the World Color
        Quarterly Report on Form 10-Q for the quarterly period ended
September 28, 1997.                                 

10.21       Stock Option Agreement dated as of June 12, 1997, incorporated by   
            reference to Exhibit 10.2 to the World Color Quarterly Report on
        Form 10-Q for the quarterly period ended September 28, 1997.

10.22       Stock Option Agreement dated as of June 12, 1997, incorporated by   
            reference to Exhibit 10.3 to the World Color Quarterly Report on
        Form 10-Q for the quarterly period ended September 28, 1997.

10.23       Form of Amended and Restated 1995 Senior Management Stock Option    
         Plan of World Color Press, Inc., incorporated by reference to
             Exhibit 10.3 to the World Color Quarterly Report on Form 10-Q for
the quarterly period ended June 29, 1997.           

10.24       Form of Stock Option Agreement between World Color and certain      
          Optionholders, incorporated by reference to Exhibit 4.7 to the
World Color Registration Statement on Form S-8 (No. 
   333-47743)under the Securities Act of 1933, as amended.

10.25       Amended and Restated Registration Rights Agreement, dated as of     
              November 20, 1995, among World Color Press, Inc., KKR Partners II,
         L.P., Manufacturing Acquisition Associates, L.P., PACE Equity
         Associates, L.P., KKR Associates, L.P., Merrill Lynch Capital
      Appreciation PSHP, No. 1, L.P., Merrill Lynch Offshore LBO
             Partnership No. 1, Merrill Lynch Employees LBO Partnership No. 1,
              Merrill Lynch Kecalp L.P. 1984, Merrill Lynch Kecalp L.P. 1986 and
           Merrill Lynch L.P. Holdings, Inc., incorporated by reference to
Exhibit 10.24 to the World Color Equity S-1.        

10.26       Registration Rights Agreement, dated as of November 20, 1995, among 
          World Color Press, Inc., APC Associates, GR Associates and WCP
         Associates, incorporated by reference to Exhibit 10.25 to the
World Color Equity S-1.                             

10.27       Promissory Note dated March 12, 1998, given by Brian Sullivan.      

13.0        Pages 18 - 36 of the 1997 Annual Report to Stockholders (with the   
        exception of the pages incorporated by reference herein, the
      Annual Report to Stockholders is not part of this filing).

21.0        Subsidiaries of World Color.                                        

27.1        Financial Data Schedule for the year ended December 28, 1997.       

27.2        Financial Data Schedule for the interim periods of fiscal 1997.     

27.3        Financial Data Schedule for the interim and annual periods of       
fiscal 1996.                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
Filed on:		3/27/98		1		17			DEF 14A
		3/13/98		1		9
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		3/1/98		7
		2/11/98		13		19
		2/4/98		15
For Period End:		12/28/97		1		20
		9/29/97		12		18
		9/28/97		12		20			10-Q
		7/15/97		14		20
		6/30/97		12		19
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		6/27/97		12		18
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		12/29/96		11		18			10-K405
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		3/31/96		9					10-Q
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		11/20/95		14		20
		10/12/95		13		19
		10/9/95		13		19
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		6/14/95		14		20
		12/25/94		13		19
		12/26/93		12		18
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