CONSOLIDATED GRAPHICS INC /TX/
8-K, 1997-11-03
COMMERCIAL PRINTING
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=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             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 29, 1997

                           CONSOLIDATED GRAPHICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         TEXAS                         0-24068               76-0190827
(STATE OR OTHER JURISDICTION   (COMMISSION FILE NUMBER)   (I.R.S. EMPLOYER

      OF INCORPORATION)                                   IDENTIFICATION NO.)

                             2210 WEST DALLAS STREET

                              HOUSTON, TEXAS 77019
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 529-4200

=============================================================================

ITEM 5.  OTHER EVENTS

     On October 29, 1997, Consolidated Graphics, Inc. (the "Company")
announced its fiscal 1998 second quarter results.  A copy of the press
release is attached hereto as Exhibit 99.1.

     On October 31, 1997, the Company announced that it had completed the
acquisition of The Otto Companies of Springfield, Massachusetts. A copy of the
press release is attached hereto as Exhibit 99.2.

     The attached press releases may contain forward looking information.
Readers are cautioned that such information involves risks and uncertainties,
including the possibility that events may occur which would prevent the Company
from achieving comparable financial results in the future or completing its
pending or future acquisitions.
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBIT

     (A)  EXHIBITS

     The following exhibits are filed herewith:

          99.1  Press release of Consolidated Graphics, Inc. dated October 29,
                1997, with respect to the announcement of the Company's fiscal
                1998 second quarter results.

          99.2  Press release of Consolidated Graphics, Inc. dated October 31,
                1997, with respect to the announcement that it had completed the
                acquisition of The Otto Companies of Springfield, Massachusetts.

                                       1
<PAGE>
                                    SIGNATURE

     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.

                                         CONSOLIDATED GRAPHICS, INC.

                                                       (Registrant)

                                         By: /s/ HAROLD E. GAUBERT, JR.
                                                 HAROLD E. GAUBERT, JR.
                                                 EXECUTIVE VICE PRESIDENT -
                                                 FINANCE AND ADMINISTRATION

Date:  November 3, 1997

                                       2


                                                                    EXHIBIT 99.1

                                          FOR:  Consolidated Graphics, Inc.

                                  APPROVED BY:  Ronald E. Hale, Jr.
                                                Vice President & Treasurer
                                                (713) 529-4200

                                      CONTACT:  Betsy Brod/Nancy Healy
                                                Media:  Stan Froelich
                                                Morgen-Walke Associates, Inc.
                                                (212) 850-5600

FOR IMMEDIATE RELEASE

                   CONSOLIDATED GRAPHICS, INC, REPORTS
                      RECORD SECOND QUARTER RESULTS

- -- Net Income Rises 76% in Sixth Consecutive Quarter of Record Financial
Performance --

     HOUSTON, TEXAS -- October 29, 1997 -- Consolidated Graphics, Inc.
(NYSE:CGX) today announced record results for the second quarter ended September
30, 1997.

     Net income for the second quarter grew 76% to $4.3 million from $2.4
million for the same period in 1997. Operating income rose 72% to $7.7 million
on a 55% increase in revenues to $53.4 million for the three-month period. On a
per share basis, Consolidated Graphics earned $.33 in the quarter, compared to
$.20 per share in the 1997 period. All per share figures reflect the Company's
2-for-1 stock split in January 1997.

     For the six months ended September 30, 1997, Consolidated Graphics' net
income grew 98% to $8.1 million. Operating income increased 99% to $14.8 million
during the first six months of 1998, compared to $7.4 million reported in 1997.
Sales increased to $104 million, an increase of 66% over the prior year.
Earnings per share for 1998 rose 85% to $.63 per share versus $.34 per share for
the comparable period in 1997.

     Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "During this recent quarter, the Company has again achieved
new records for sales and profitability. Strong internal growth, coupled with
our active acquisition program, has increased our current run rate revenues to
over $250 million. Looking ahead, we believe the Company is well-positioned to
capitalize on the strong momentum of our acquisition program and to continue
improving operating results."

                                    - more -
<PAGE>
CONSOLIDATED GRAPHICS 1998 SECOND QUARTER RESULTS                    - 2 -


     Operating income margin for the second quarter was 14.3% up from 12.9% in
the year ago period, and up sequentially from the 14.0% in the first quarter
ended June 30, 1997. Commenting on the margin improvement, Davis added, "Our
operating margins strengthened this quarter as our purchasing power continues to
increase and we realize improved operating efficiencies from our investments in
technology and equipment. In short, our companies are operating very well and we
expect this strong performance to continue."

     Consolidated Graphics, Inc., is the fastest growing printing company in the
United States. A consolidator in a highly fragmented industry, the Company adds
value to its acquisitions through managerial and operational expertise,
financial strength and economies of scale.

     This press release contains forward-looking statements which involve known
and unknown risks, uncertainties or other factors that could cause actual
results to materially differ from the results, performance or other expectations
implied by these forward-looking statements. Consolidated Graphics' expectations
regarding run-rate revenues assume, among other things, completion of pending
acquisitions that are subject to the execution of definitive agreements, general
economic conditions, continued demand for its product, the availability of raw
materials at affordable prices, retention of its key management and operating
personnel, as well as other factors detailed in Consolidated Graphics' filings
with the Securities and Exchange Commission.

                              --Table to Follow---
<PAGE>
                           CONSOLIDATED GRAPHICS, INC.

                                   (NYSE: CGX)

                              Financial Highlights
                    (in thousands, except per share amounts)

                                         Quarter Ended         Six Months Ended
                                         September 30,           September 30,

                                       1997        1996        1997        1996
Sales                              $ 53,363    $ 34,451    $104,038    $ 62,709
Cost of Sales                        36,485      23,864      71,230      44,030
  GROSS PROFIT                       16,878      10,587      32,808      18,679
Selling Expense                       5,160       3,410      10,091       6,258
General and Administrative Expense    4,066       2,722       7,946       5,014
  OPERATING INCOME                    7,652       4,455      14,771       7,407
Interest Expense                        754         595       1,648         934
  Pretax Income                       6,898       3,860      13,123       6,473
Income Taxes                          2,623       1,428       4,988       2,368
  NET INCOME                        $ 4,275     $ 2,432     $ 8,135     $ 4,105

Earnings Per Share                    $ .33       $ .20       $ .63       $ .34

Weighted Average Shares Outstanding  13,029      12,233      12,963      12,048



                                    #   #   #


                                                                    EXHIBIT 99.2

                                            FOR:  Consolidated Graphics, Inc.

                                    APPROVED BY:  Ronald E. Hale, Jr.
                                                  Vice President & Treasurer
                                                  (713) 529-4200

                                        CONTACT:  Betsy Brod/Nancy Healy
                                                  Media:  Stan Froelich
                                                  Morgen-Walke Associates, Inc.
                                                  (212) 850-5600

FOR IMMEDIATE RELEASE

              CONSOLIDATED GRAPHICS, INC. ANNOUNCES COMPLETION OF
                     THE JOHN C. OTTO COMPANY ACQUISITION

     HOUSTON, TEXAS - October 31, 1997 - Consolidated Graphics, Inc. (NYSE:CGX)
today announced that it has completed the acquisition of The Otto Companies
consisting of John C. Otto Printing, Otto Educational Collaboration and The Otto
Marketing Group. Terms of this transaction were not disclosed.

     The Otto Companies are full service marketing, communication and graphic
technology providers, serving the New England and metropolitan New York markets.
In business for 118 years, John C. Otto is one of the country's oldest
continuously operating commercial printing companies. Jeffrey T. Spear,
President of The Otto Companies since 1987, will continue to lead the companies
after the merger.

     Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "With this transaction, Consolidated Graphics makes its
first entry into the New England market and bolsters its presence overall in the
Northeast. Jeff Spear and his employees have worked hard to achieve their
excellent reputation for customer service while becoming the fastest growing
print manufacturing facility in Western Massachusetts and Connecticut."

     "We are very pleased that The Otto Companies have joined Consolidated
Graphics. With the resources we make available to Jeff Spear and his employees,
they are well-positioned to continue their strong performance in the future,"
Mr. Davis concluded.

     Consolidated Graphics is recognized as the fastest growing printing company
in the United States. A consolidator in a highly fragmented industry, the
Company adds value to its acquisitions through managerial and operational
expertise, financial strength, and economies of scale.

                                   #  #  #



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