ENNIS, INC. — Major Shareholding Notification 2004

Dec 7, 2004

SC 13G 1 a04-14129_1sc13g.htm SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

*Under the Securities Exchange Act of 1934 (Amendment No. )**

*Information to be included in Statements filed pursuant to Rules 13d-1(b), (c), and (d)*

*and Amendments thereto filed pursuant to Rule 13d-2(b)**

*ENNIS, INC.*

(Name of Issuer)

*Common Stock, $2.50 par value*

(Title of Class of Securities)

*293389102*

(CUSIP Number)

*November 19, 2004*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| o | Rule
13d-1(b) |
| --- | --- |
| ý | Rule
13d-1(c) |
| o | Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEQ.=1,FOLIO='',FILE='C:\JMS\eudelhofen\04-14129-1\task240570\14129-1-ba.htm',USER='eudelho',CD='Nov 29 11:45 2004'

| CUSIP No. 293389102 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) Roger Brown | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 2,200,895 |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 2,200,895 |
| | 8. | Shared
Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,200,895 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9) 8.7% | |
| 12. | Type of Reporting Person (See Instructions) IN | |

**SEE ITEM 4 OF THIS FILING**

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\eudelhofen\04-14129-1\task240570\14129-1-ba.htm',USER='eudelho',CD='Nov 29 11:45 2004'

| Item 1. | (a) | Name
of Issuer Ennis, Inc. | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices 2441 Presidential Pkwy. Midlothian, Texas 75065 | |
| Item 2. | | | |
| | (a) | Name
of Person Filing Roger Brown | |
| | (b) | Address
of Principal Business Office or, if none, Residence c/o Centrum Properties Inc. 225 West Hubbard Street Chicago, Illinois 60610 | |
| | (c) | Citizenship United States | |
| | (d) | Title
of Class of Securities Common Stock, $2.50 par value. | |
| | (e) | CUSIP
Number 293389102 | |
| Item 3. | If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8). |
| | (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| | (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
| | | Not
Applicable | |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\eudelhofen\04-14129-1\task240570\14129-1-ba.htm',USER='eudelho',CD='Nov 29 11:45 2004'

Item 4.	Ownership
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1.
	(a)	Amount
beneficially owned: Mr.
Brown is the beneficial owner of 2,200,895 shares of the Issuer’s common
stock, $2.50 par value. Mr. Brown owns
of record 2,152,115 shares of the Issuer’s common stock, 79,974 of which
shares are held in escrow pursuant to a stock pledge and escrow agreement,
dated November 19, 2004, among certain shareholders of Centrum Acquisition,
Inc. (“Centrum”), including Mr. Brown, J.P. Morgan Trust Company, N.A. and
the Issuer. In addition, Mr. Brown
may, under certain circumstances, purchase up to 48,780 shares of the
Issuer’s common stock pursuant to a restricted stock agreement, dated
November 14, 2004 between John McLinden, Arthur Slaven and certain other
shareholders of Centrum. Mr. Brown has
sole voting and dispositive power with respect to all of these shares.
	(b)	Percent
of class: As
of November 22, 2004, Mr. Brown was the beneficial owner of 8.7% of the
Issuer’s outstanding common stock, $2.50 par value, based upon 25,412,699
shares of the Issuer’s common stock outstanding as of November 22, 2004, as
disclosed in the Issuer’s Registration Statement on Form S-3 (File No. 333-120752)
filed on November 24, 2004.
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote Mr.
Brown has sole power to vote or direct the vote of 2,200,895 shares of the
Issuer’s common stock.
		(ii)	Shared
power to vote or to direct the vote Mr.
Brown does not have shared power to vote or to direct the vote of any shares
of the Issuer’s common stock.
		(iii)	Sole
power to dispose or to direct the disposition of Mr.
Brown has sole power to dispose or direct the disposition of 2,200,895 shares
of the Issuer’s common stock.
		(iv)	Shared
power to dispose or to direct the disposition of Mr.
Brown does not have shared power to dispose or to direct the disposition of
any shares of the Issuer’s common stock.
Item 5.	Ownership
of Five Percent or Less of a Class
If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following o .
Not
Applicable.
Item 6.	Ownership
of More than Five Percent on Behalf of Another Person
See
Item 4(a) above.
Item 7.	Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
Not
Applicable.
Item 8.	Identification
and Classification of Members of the Group
Not
Applicable.
Item 9.	Notice of
Dissolution of Group
Not
Applicable.
Item 10.	Certification
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\eudelhofen\04-14129-1\task240570\14129-1-ba.htm',USER='eudelho',CD='Nov 29 11:45 2004'

Signature

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.

November 29, 2004
Date
/s/ Roger Brown
Signature
Roger Brown
Name/Title

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\eudelhofen\04-14129-1\task240570\14129-1-ba.htm',USER='eudelho',CD='Nov 29 11:45 2004'