SECURITIES AND EXCHANGE COMMISION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     October 9, 2001

                             PrimeSource Corporation
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               (Exact name of registrant as specified in charter)

Pennsylvania                       0000-21750                        23-1430030
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(State or Other Jurisdiction      (Commission                  (I.R.S. Employer
of Incorporation)                  File Number)              Identification No.)

4350 Haddonfield Road, Suite 222, Pennsauken, New Jersey                 08109
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(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including are code:     (856) 488-4888
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                                       N/A
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          (Former name or former address, if changed since last report)






Item 1.           CHANGES IN CONTROL OF REGISTRANT

Pursuant to an Agreement and Plan of Merger, dated as of September 4, 2001 (the
"Merger Agreement"), among Fuji Photo Film U.S.A., Inc. ("Fuji") and certain
subsidiaries of Fuji, and Registrant, Fuji through a wholly-owned subsidiary,
FPF Acquisition Corp.("FPF"), made a tender offer which expired at 12:00
midnight, New York City time, on Tuesday, October 9, 2001 to purchase all
outstanding shares of Registrant's common stock (and associated rights) at a
purchase price of $10.00 per share net to the seller. Shares tendered and
acquired by FPF as a result of this offer were 5,810,142 shares, which equals
91.39% of the total 6,357,806 common shares outstanding.

FPF will acquire the remaining Registrant shares in a merger in which each share
of the Registrant's common stock not owned by FPF will be converted into the
right to receive $10.00 in cash, or other consideration if the shareholder
elects to exercise his statutory dissenters rights. Following the merger, the
Registrant will become a wholly-owned indirect subsidiary of Fuji. The merger is
expected to take place on October 15, 2001.

The total amount of funds required to consummate the purchase of the
Registrant's common shares and to pay related fees and expenses is estimated to
be approximately $67.3 million, exclusive of existing indebtedness of the
Registrant being asumed. This funding will come from Fuji's indirect parent
company, Fuji Photo Film Co., Ltd. ("Fuji Japan") and will come from available
cash and cash equivalents of Fuji Japan and its subsidiaries.

The Registrant's common stock is traded on the Nasdaq National Market. Prior to
the above transactions, three shareholders owned 5% or more of the Registrant's
common shares; Greenway Partners, L.P. owned 519,446 shares (8.2% of the total
outstanding shares), Fred and Annette Brenner owned 330,849 shares (5.2%), and
John C. Dimmer owned 322,631 shares (5.1%). These shareholders tendered their
shares in the above referenced transaction.

In accordance with terms of the Merger Agreement, four of the incumbent
Registrant directors have resigned from, and four Fuji nominees have been
appointed to, the seven person board of directors of the Registrant.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                           PRIMESOURCE CORPORATION
                                    (REGISTRANT)

         BY                         /s/ WILLIAM A. DEMARCO
                                    William A. DeMarco
                                    Vice President of Finance and
                                    Chief Financial Officer

         DATE                       October 12, 2001