CONSOLIDATED GRAPHICS INC /TX/
8-K, 1997-01-29
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): JANUARY 29, 1997

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

                TEXAS                                 0-24068                   
    (STATE OR OTHER JURISDICTION              (COMMISSION FILE NUMBER)          
          OF INCORPORATION)                                                     

                                   76-0190827
                                (I.R.S. EMPLOYER
                               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

================================================================================
<PAGE>
ITEM 5.  OTHER EVENTS

     On January 29, 1997, Consolidated Graphics, Inc. (the "Company")
announced its third quarter results for the quarterly period ended December 31,
1996. A copy of the press release is attached hereto as Exhibit 99.

     The attached press release may contain forward looking information. Readers
are cautioned that such information involves risks and uncertainties, including
the possibility that events may occur which preclude completion of the Company's
future acquisitions.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (A)  EXHIBITS

     The following exhibit is filed herewith:

          99  Press release of Consolidated Graphics, Inc. dated January 29,
              1997 with respect to the announcement of the Company's third
              quarter results.

                                       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/ G. CHRISTOPHER COLVILLE
                                                  G. CHRISTOPHER COLVILLE
                                                VICE PRESIDENT -- MERGERS AND
                                                       ACQUISITIONS
                                               CHIEF FINANCIAL AND ACCOUNTING
                                                         OFFICER

Date:  January 29, 1997

                                       2


                                                                      EXHIBIT 99

                       APPROVED BY:                Ronald E. Hale, Jr.
                                                   Vice President
                                                   (713) 529-4200
                       CONTACT:                    Betsy Brod/Jeff Majtyka
                                                   Media: Stan Froelich
                                                   Morgen-Walke Associates, Inc.
                                                   (212) 850-5600

                CONSOLIDATED GRAPHICS REPORTS THIRD CONSECUTIVE
                           QUARTER OF RECORD EARNINGS

     HOUSTON, TEXAS -- January 29, 1997 -- Consolidated Graphics, Inc.
(NYSE/CGX) today announced record earnings and sales for the third quarter ended
December 31, 1996. The Company reported earnings of $2.8 million, or $.22 per
share, for the third quarter of 1997, up 120% from the $1.3 million before
restructuring charge reported in the corresponding quarter of 1996. Sales
revenues increased 72% to an all-time high of $38.2 million from $22.3 million
in the previous year.

     Commenting on the third consecutive quarter of record earnings, Joe R.
Davis, Chairman and Chief Executive Officer said: "We are very pleased to
report another quarter of record sales and earnings on our first day of trading
on the New York Stock Exchange. We continue to execute our growth strategy with
the addition of nine new printing companies since January 1, 1996. Equally
important, however, is the success we are having at operating our companies. The
increase in our overall operating margins is strong evidence that our operating
strategies continue to be effective with all our companies producing more
efficiently and more profitably."

     Mr. Davis added, "Our Company has become the recognized leader in printing
industry consolidation, and the pipeline for future acquisition opportunities
remains full. With the strength of our balance sheet, we are well positioned to
go forward with our strategy of acquisition and growth."

     For the nine months ended December 31, 1996, the Company reported net
income of $6.9 million, or $.56 per share, up 82% from the $3.8 million before
restructuring charge reported for the corresponding nine months of the prior
year. Sales for the first nine months of 1997 increased 65% to $100.9 million,
compared to the $61.0 million reported in 1996.

     Consolidated Graphics, Inc. is one of the fastest growing printing
companies in the United States. It is a consolidator in a fragmented industry,
adding value to its acquisitions by providing the financial and operational
strengths, management support and technological advantages associated with a
larger organization. The Company has 18 printing companies operating in 14
markets.

                             -- Table to Follow --
<PAGE>
                             CONSOLIDATED GRAPHICS
                                  (NYSE: CGX)
                               INCOME STATEMENTS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                               QUARTER ENDED                 NINE MONTHS ENDED
                                                DECEMBER 31,                    DECEMBER 31,
                                       ------------------------------  ------------------------------
                                            1996            1995            1996            1995
                                       --------------  --------------  --------------  --------------
<S>                                    <C>             <C>             <C>             <C>           
Sales................................  $       38,186  $       22,255  $      100,895  $       61,041
Cost of sales........................          26,391          16,117          70,421          43,796
                                       --------------  --------------  --------------  --------------
     GROSS PROFIT....................          11,795           6,138          30,474          17,245
Selling expenses.....................           3,754           2,138          10,012           6,021
General and administrative
  expenses...........................           2,966           1,810           7,980           4,814
Restructuring charge.................        --                 1,500        --                 1,500
                                       --------------  --------------  --------------  --------------
     OPERATING INCOME................           5,075             690          12,482           4,910
Interest expense.....................             643             236           1,577             594
                                       --------------  --------------  --------------  --------------
     INCOME BEFORE INCOME TAXES......           4,432             454          10,905           4,316
Income taxes.........................           1,640             160           4,008           1,511
                                       --------------  --------------  --------------  --------------
     NET INCOME......................  $        2,792  $          294  $        6,897  $        2,805
                                       ==============  ==============  ==============  ==============
Fully diluted earnings per share.....  $         0.22  $         0.03  $         0.56  $         0.26
                                       ==============  ==============  ==============  ==============
Weighted average shares
  outstanding........................      12,730,040      10,984,806      12,234,351      10,956,516
                                       ==============  ==============  ==============  ==============
</TABLE>


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