GRAPHIC INDUSTRIES INC
10-K/A, 1997-05-01
COMMERCIAL PRINTING
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               -----------------

                                   FORM 10-K/A
(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
    EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended  January 31, 1997                         OR
                          ----------------------------------------    
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _________ to _________

                        Commission file number 0-12204


                           GRAPHIC INDUSTRIES, INC.
            (Exact name of Registrant as specified in its charter)

         GEORGIA                                           58-1101633
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

               2155 MONROE DRIVE, N.E., ATLANTA, GEORGIA   30324
            (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code 404/874-3327

Securities registered pursuant to Section 12(b) of the Act:

                                     NONE

Securities registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, $.10 PAR VALUE
                               (Title of class)

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 AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT WAS $52,899,828 AS OF APRIL 22, 1997 BASED UPON THE CLOSING SALE
PRICE AS REPORTED ON THE NASDAQ NATIONAL MARKET SYSTEM THAT DAY.

SHARES OF COMMON STOCK, $.10 PAR VALUE, OUTSTANDING AT APRIL, 22, 1997 -
7,290,507; SHARES OF CLASS B COMMON STOCK, $.10 PAR VALUE, OUTSTANDING AT APRIL
22, 1997 - 4,518,817.

Documents incorporated by reference:

PORTIONS OF THE GRAPHIC INDUSTRIES, INC. ANNUAL SHAREHOLDERS REPORT FOR THE YEAR
ENDED JANUARY 31, 1997 ARE INCORPORATED BY REFERENCE INTO PART I AND PART II.

PORTIONS OF THE GRAPHIC INDUSTRIES, INC. DEFINITIVE PROXY STATEMENT FOR ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD JUNE 3, 1997 ARE INCORPORATED BY REFERENCE
INTO PART III.

Exhibit Index begins on page  ____.  Total number of pages: ____.
<PAGE>
 
                                   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.

                                  GRAPHIC INDUSTRIES, INC.

Date:  April 30, 1997                   By:  /s/  Mark C. Pope, III
                                             -------------------------
                                             Mark C. Pope, III
                                             Chairman of the Board
 


          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 and in the capacities and on the dates indicated.

Date:  April 30, 1997                   /s/  Mark C. Pope, III
                                        -------------------------------
                                        Mark C. Pope, III
                                        Chairman of the Board
                                        (Principal Executive Officer)

Date:  April 30, 1997                   /s/  David S. Fraser
                                        -------------------------------
                                        David S. Fraser
                                        Chief Financial Officer and
                                        Treasurer
                                        (Principal Financial and
                                        Accounting Officer)

Date:  April 30, 1997                   /s/  Leo Benatar
                                        -------------------------------
                                        Director

Date:  April 30, 1997                   /s/  William A. Wood, Jr.
                                        -------------------------------
                                        Director

Date:  April 30, 1997                   /s/  John R. Pope
                                        -------------------------------
                                        John R. Pope
                                        Director

Date:  April 30, 1997                   /s/  Alvan A. Herring, Jr.
                                        -------------------------------
                                        Alvan A. Herring, Jr.
                                        Director

Date:  April 30, 1997                   /s/  Ralph N. Strayhorn, Jr.
                                        ------------------------------
                                        Ralph N. Strayhorn, Jr.
                                        Director



                                      -28-
<PAGE>
 
Date:  April 30, 1997                   /s/  Warren E. Andrews
                                        ------------------------------
                                        Warren E. Andrews
                                        Director

Date:  April 30, 1997                   /s/  Carter D. Pope
                                        -----------------------------
                                        Carter D. Pope
                                        Director

Date:  April 30, 1997                   /s/  James A. Hatcher
                                        -------------------------------
                                        James A. Hatcher
                                        Director

 
 



                                      -29-


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