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                                                             EXHIBIT 10(R)


                               SECOND AMENDMENT TO
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


                  THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND
         SECURITY AGREEMENT (this "Amendment") is entered into as of April __,
         1999, among MULTIGRAPHICS, INC. f/k/a AM INTERNATIONAL, INC., a
         Delaware corporation ("Multigraphics"), PUBLISHING SOLUTIONS INC., an
         Ohio corporation ("PSI") and FOOTHILL CAPITAL CORPORATION ("Lender").

                  WHEREAS, Multigraphics, PSI and Lender are parties to that
         certain Amended and Restated Loan and Security Agreement dated as of
         February 19, 1998, which has previously been amended pursuant to a
         certain First Amendment to Amended and Restated Loan and Security
         Agreement dated as of July 30, 1998 (as amended, the "Loan Agreement");
         and

                  WHEREAS, Multigraphics and PSI (collectively, "Borrowers")
         have requested that Lender amend various provisions of the Loan
         Agreement, and Lender has agreed to do so subject to the terms and
         conditions contained herein;

                  NOW THEREFORE, in consideration of the premises and mutual
         agreements herein contained, the parties hereto agree as follows:

1.       DEFINED TERMS. Unless otherwise defined herein, capitalized terms used
         herein shall have the meanings ascribed to such terms in the Loan
         Agreement.

2.       AMENDMENT TO LOAN AGREEMENT.

(a)      SECTION 1.1. Clause (h) of the definition of the term "Eligible Trade
         Accounts" contained in Section 1.1 of the Loan Agreement is hereby
         amended and restated in its entirety, as follows:

                           "(h) Accounts of such Borrower with respect to an
                  Account Debtor whose total obligations owing to Borrowers
                  exceeds 10% of all Eligible Accounts, to the extent of the
                  obligations owing by such Account Debtor in excess of such
                  percentage; provided, that during the period commencing on
                  April 19, 1999 and ending on July 15, 1999, Accounts of [OFC
                  CAPITAL] shall be ineligible under this clause (h) only to the
                  extent that such Accounts exceed 20% of all Eligible
                  Accounts;"

3.       RATIFICATION AND EFFECTIVENESS. This Amendment shall constitute an
         amendment to the Loan Agreement and all of the Loan Documents as
         appropriate to express the agreements contained herein. Upon proper
         execution by Borrowers and Lender and payment by Borrowers to Lender of
         an amendment fee in the amount of $5,000, this Amendment shall be
         deemed to have been retroactively effective as of April 19, 1999. In
         all other respects, the Loan Agreement and the Loan Documents shall
         remain unchanged and in full force and effect in

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         accordance with their original terms.

4.       MISCELLANEOUS.

(a)      WARRANTIES AND ABSENCE OF DEFAULTS. In order to induce Lender to enter
         into this Amendment, each Borrower hereby warrants to Lender, as of the
         date hereof, that:

         (i)      The warranties of each Borrower contained in the Loan
                  Agreement, as herein amended, are true and correct as of the
                  date hereof as if made on the date hereof.

         (ii)     All information, reports and other papers and data heretofore
                  furnished to Lender by either Borrower in connection with this
                  Amendment, the Loan Agreement and the other Loan Documents are
                  accurate and correct in all material respects and complete
                  insofar as may be necessary to give Lender true and accurate
                  knowledge of the subject matter thereof. Each Borrower has
                  disclosed to Lender every fact of which it is aware which
                  would reasonably be expected to materially and adversely
                  affect the business, operations or financial condition of
                  either Borrower or the ability of either Borrower to perform
                  its obligations under this Amendment, the Loan Agreement or
                  under any of the other Loan Documents. None of the information
                  furnished to Lender by or on behalf of either Borrower
                  contained any material misstatement of fact or omitted to
                  state a material fact or any fact necessary to make the
                  statements contained herein or therein not materially
                  misleading.

         (iii)    No Event of Default or event which, with giving of notice or
                  the passage of time, or both would become an Event of Default,
                  exists as of the date hereof.

(b)      EXPENSES. Borrowers jointly and severally agree to pay on demand all
         costs and expenses of Lender (including the reasonable fees and
         expenses of outside counsel for Lender) in connection with the
         preparation, negotiation, execution, delivery and administration of
         this Amendment and all other instruments or documents provided for
         herein or delivered or to be delivered hereunder or in connection
         herewith. In addition, Borrowers jointly and severally agree to pay,
         and save Lender harmless from all liability for, any stamp or other
         taxes which may be payable in connection with the execution or delivery
         of this Amendment or the Loan Agreement, as amended hereby, and the
         execution and delivery of any instruments or documents provided for
         herein or delivered or to be delivered hereunder or in connection
         herewith. All obligations provided in this SECTION 4(b) shall survive
         any termination of this Amendment and the Loan Agreement as amended
         hereby.

(c)      GOVERNING LAW. This Amendment shall be a contract made under and
         governed by the internal laws of the State of California.

(d)      COUNTERPARTS. This Amendment may be executed in any number of
         counterparts, and by the parties hereto on the same or separate
         counterparts, and each such counterpart, when executed and delivered,
         shall be deemed to be an original, but all such counterparts shall
         together constitute but one and the same Amendment.

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(e)      REFERENCE TO LOAN AGREEMENT. On and after the effectiveness of the
         amendment to the Loan Agreement accomplished hereby, each reference in
         the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein"
         or words of like import, and each reference to the Loan Agreement in
         any Loan Documents, or other agreements, documents or other instruments
         executed and delivered pursuant to the Loan Agreement, shall mean and
         be a reference to the Loan Agreement, as amended by this Amendment.

(f)      SUCCESSORS. This Amendment shall be binding upon each Borrower, Lender
         and their respective successors and assigns, and shall inure to the
         benefit of each Borrower, Lender and their respective successors and
         assigns.

                  IN WITNESS WHEREOF, the parties hereto have caused this
         Amendment to be executed by their respective officers thereunto duly
         authorized and delivered as of the date first above written.


                                                MULTIGRAPHICS, INC. f/k/a
                                                AM INTERNATIONAL, INC.

                                                By  /s/ Gregory T. Knipp
                                                    -----------------------
                                                Its Vice President and CFO
                                                    -----------------------

                                                PUBLISHING SOLUTIONS INC.

                                                By  /s/ Gregory T. Knipp
                                                    -----------------------
                                                Its Vice President and CFO
                                                    -----------------------

                                                FOOTHILL CAPITAL CORPORATION

                                                By  /s/ Peter G. Drooff
                                                    -----------------------
                                                Its Vice President
                                                    -----------------------


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