CONSOLIDATED GRAPHICS INC /TX/
S-4, 1998-08-26
COMMERCIAL PRINTING
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As filed with the Securities and Exchange Commission on August 26, 1998

                                                    REGISTRATION NO. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-4
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

                           CONSOLIDATED GRAPHICS, INC.
             (Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                                      <C>                                          <C> 
                 TEXAS                                   76-0190827                                   2750
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)          (Primary Standard Industrial
    incorporation or organization)                                                         Classification Code Number)
</TABLE>
                            5858 WESTHEIMER, STE. 200
                              HOUSTON, TEXAS 77057
                                 (713) 787-0977
   (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                                  JOE R. DAVIS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            5858 WESTHEIMER, STE. 200
                              HOUSTON, TEXAS 77057
                                 (713) 787-0977
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                           R. CLYDE PARKER, JR., ESQ.
                         WINSTEAD SECHREST & MINICK P.C.
                             910 TRAVIS, SUITE 2400
                              HOUSTON, TEXAS 77002
                              --------------------

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

     If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| __________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 TITLE OF EACH CLASS OF      AMOUNT TO BE         PROPOSED MAXIMUM           PROPOSED MAXIMUM AGGREGATE     AMOUNT OF REGISTRATION 
SECURITIES TO BE REGISTERED  REGISTERED(1)   OFFERING PRICE PER SHARE(2)(3)      OFFERING PRICE(3)                  FEE(3)
<S>                             <C>          <C>                              <C>                        <C>               
Common Stock
   $.01 par value........       2,000,000    $          61.25                 $        122,500,000       $        36,137.50
=========================     ============   ==========================       ========================== ==========================
</TABLE>
(1)  The number of shares of common stock registered hereby is subject to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.

(2)  The offering price per share will be determined from time to time by the
     Registrant in connection with the issuance by the Registrant of the common
     stock registered hereunder.

(3)  Pursuant to Rule 457(c), the offering price is estimated solely for the
     purpose of calculating the registration fee and is based on the average of
     the high and low reported sales prices of the common stock of the
     Registrant on the New York Stock Exchange on August 21, 1998.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
<PAGE>
                                EXPLANATORY NOTE

     This Registration Statement contains two forms of prospectus: one to be
used by the Registrant in connection with the issuance and sale from time to
time by the Registrant of shares of its common stock, $.01 par value per share
(the "Common Stock"), in connection with its acquisition of the securities and
assets of other businesses (the "Company Prospectus") and one to be used by
certain persons who have received shares of Common Stock in connection with
acquisitions by the Registrant of securities or assets held by such persons, or
their transferees, and who wish to offer and sell such shares in transactions in
which they and any broker-dealer through whom such shares are sold may be deemed
to be underwriters within the meaning of the Securities Act of 1933, as amended
(the "Selling Stockholders Prospectus"). The Company Prospectus and the Selling
Stockholders Prospectus will be identical in all respects except that they will
contain different front and back cover pages and the Selling Stockholders
Prospectus will contain an additional section under the caption "Plan of
Distribution." The Company Prospectus is included herein and is followed by
those pages to be used in the Selling Stockholders Prospectus that differ from,
or are in addition to, those in the Company Prospectus. Each of the alternate or
additional pages for the Selling Stockholders Prospectus included herein has
been labeled "Alternate Page for Selling Stockholders Prospectus." If required
pursuant to Rule 424(b) of the General Rules and Regulations under the
Securities Act of 1933, as amended, ten copies of each of the prospectuses in
the forms in which they are used after the Registration Statement becomes
effective will be filed with the Securities and Exchange Commission.

<PAGE>

PROSPECTUS                         SUBJECT TO COMPLETION-- DATED AUGUST 26, 1998

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer and sale is not permitted.


                           Consolidated Graphics, Inc.
                               2,000,000 Shares of
                                  Common Stock

         This Prospectus relates to the offer and sale from time to time by
Consolidated Graphics, Inc., a Texas corporation (together with its
subsidiaries, the "Company"), of up to 2,000,000 shares of common stock, $.01
par value per share (the "Common Stock"), in connection with direct and indirect
acquisitions of other businesses, properties or securities in business
combination transactions in accordance with Rule 415(a)(1)(viii) of Regulation C
under the Securities Act of 1933, as amended (the "Securities Act"), or as
otherwise permitted under the Securities Act. This Prospectus, as amended or
supplemented if necessary, also relates to certain shares of Common Stock that
may be resold or reoffered by persons who acquired such shares pursuant to this
Prospectus (the "Selling Stockholders").

         The Company intends to concentrate its acquisitions in areas related to
or that would complement or expand the current business of the Company. If the
opportunity arises, however, the Company may attempt to make acquisitions that
it considers advantageous even though they may be dissimilar to its present
activities. The consideration for any such acquisition may consist of shares of
Common Stock, cash, notes or other evidences of debt, assumptions of liabilities
or any combination thereof, as determined from time to time by negotiations
between the Company and the owners or controlling persons of businesses or
properties to be acquired.

         The shares covered by this Prospectus may be issued in exchange for
shares of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in exchange
for assets used in or related to the business of such entities or otherwise
pursuant to the agreements providing for such acquisitions. The terms of such
acquisitions and of the issuance of shares of Common Stock under acquisition
agreements will generally be determined by direct negotiations with the owners
or controlling persons of the business or properties to be acquired or, in the
case of entities that are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets. It is anticipated that the shares of Common
Stock issued in any such acquisition will be valued at a price reasonably
related to the market value of the Common Stock either when the terms of an
acquisition are tentatively agreed upon or at or about the time of delivery of
the shares of Common Stock.

         This Prospectus will only be used in connection with the acquisition of
businesses, properties or securities in business combination transactions that
would be exempt from registration but for the issuance of Common Stock and the
possibility of integration with other transactions. This Prospectus will be
furnished to security holders of the business, properties or securities to be
acquired.

         If an acquisition has a material financial effect upon the Company, a
current report on Form 8-K and a post-effective amendment to the registration
statement of which this Prospectus is a part will be filed subsequent to the
acquisition. Such report and post-effective amendment will contain financial and
other information about the acquisition material to subsequent acquirers of the
Common Stock offered hereby, including pro forma information for the Company and
historical financial information about the entity who is or whose assets are
being acquired. A current report on Form 8-K and a post-effective amendment to
the registration statement of which this Prospectus is a part will

                                                   (Continued on following page)
<PAGE>
         PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 5.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                 THE DATE OF THIS PROSPECTUS IS AUGUST 26, 1998.
                                        1
<PAGE>
also be filed when an acquisition does not in itself have a material effect upon
the Company, but if aggregated with other acquisitions since the date of the
Company's most recent audited financial statements would have such a material
effect. If an acquisition of a business, properties or securities in a business
combination transaction is not exempt from registration even if integration is
not taken into account, then the offerees of Common Stock in such acquisition
will be furnished with copies of this Prospectus as amended by a post-effective
amendment to the Registration Statement on Form S-4 of which this Prospectus is
a part.

         All expenses of this offering will be paid by the Company. No
underwriting discounts or commissions will be paid in connection with the
issuance of shares by the Company in connection with this Prospectus, although
finder's fees, broker's commissions or financial advisory fees may be paid from
time to time in connection with specific acquisitions, and such fees may be paid
through the issuance of Common Stock covered by this Prospectus. Any person
receiving such a fee may be deemed to be an underwriter within the meaning of
the Securities Act.

         The Common Stock is traded on The New York Stock Exchange ("NYSE")
under the symbol "CGX." Application will be made to list the shares of Common
Stock offered hereby on the NYSE. On August 21, 1998, the last reported sale
price for the Common Stock on the NYSE was $61.125 per share. Reports, proxy and
information statements and other information concerning the Company can be
inspected at the NYSE.

                             -----------------------

                                        2
<PAGE>
                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"), which can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington,
D.C. 20549 and at the regional offices of the Commission at Citicorp Center,
13th Floor, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at
Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates. The Commission maintains a web site that contains reports, proxy
statements and other information of and concerning the Company. The address of
this web site is http://www.sec.gov. The Company's Common Stock is listed on the
New York Stock Exchange under the symbol "CGX" and the periodic reports, proxy
statements and other information filed by the Company with the Commission may
also be inspected at the offices of The New York Stock Exchange, 20 Broad
Street, New York, New York 10005.

         The Company has filed with the Commission a registration statement (the
"Registration Statement") on Form S-4 under the Securities Act with respect to
the shares of Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information with respect to the Company and such
Common Stock, reference is made to such Registration Statement and to the
exhibits and schedules thereto. Statements contained in this Prospectus as to
the contents of any contract or any other document referred to are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. A copy of
the Registration Statement may be obtained at the public reference facilities
maintained by the Commission as provided in the preceding paragraph.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference
and shall be deemed to be a part hereof:

          1.   Annual Report on Form 10-K for the fiscal year ended March 31,
               1998;

          2.   Quarterly Report on Form 10-Q for the quarter ended June 30,
               1998;

          3.   The description of the capital stock of the Company set forth in
               its Form 8-A filed with the Commission on January 8, 1997; and

          4.   Current Reports on Form 8-K filed June 24, July 2, July 9, July
               21, July 29, August 5 and August 17, 1998.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in this
Prospectus, in a supplement to this Prospectus or in a document either wholly or
partially incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed supplement
to this Prospectus or in any document that also either wholly or partially is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.

         The Company will furnish without charge to each person, including any
beneficial owner of Common Stock, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other

                                        3
<PAGE>
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Written or telephone requests for
such copies should be directed to the Company at its principal executive offices
located at 5858 Westheimer, Suite 200, Houston, Texas 77057, Attention:
Secretary (telephone number: (713) 787-0977).

                                        4
<PAGE>
                                  RISK FACTORS

         AN INVESTMENT IN THE COMPANY INVOLVES A SIGNIFICANT DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN
ADDITION TO OTHER INFORMATION INCLUDED IN THIS PROSPECTUS BEFORE MAKING AN
INVESTMENT IN THE COMMON STOCK. THIS PROSPECTUS CONTAINS "FORWARD-LOOKING
STATEMENTS" CONCERNING THE COMPANY'S OPERATIONS, ECONOMIC PERFORMANCE AND
FINANCIAL CONDITION, INCLUDING, IN PARTICULAR, THE LIKELIHOOD OF THE COMPANY'S
SUCCESS IN DEVELOPING AND EXPANDING ITS BUSINESS. THESE STATEMENTS ARE BASED
UPON A NUMBER OF ASSUMPTIONS AND ESTIMATES THAT ARE INHERENTLY SUBJECT TO
SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE
CONTROL OF THE COMPANY, AND REFLECT FUTURE BUSINESS DECISIONS THAT ARE SUBJECT
TO CHANGE. SOME OF THESE ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE, AND
UNANTICIPATED EVENTS WILL OCCUR THAT WILL AFFECT THE COMPANY'S RESULTS.

NATURE OF PRINTING BUSINESS

         The Company competes in the general commercial and financial printing
sectors, which are characterized by individual orders from customers for
specific printing projects rather than long-term contracts, with continued
engagement for successive jobs dependent upon the customers' satisfaction with
the services provided. As such, the Company is unable to predict, for more than
a few weeks in advance, the number, size and profitability of printing jobs in a
given period. Consequently, the timing of projects in any quarter could have a
significant impact on financial results in that quarter. Quarterly operating
results may also fluctuate as a result of overall trends in the economy,
acquisitions of new businesses and customer buying patterns and, accordingly,
the Company's quarterly operating results may vary significantly from quarter to
quarter.

IMPLEMENTATION OF ACQUISITION STRATEGY

         A significant element of the Company's growth strategy is to expand by
acquiring printing companies located throughout the United States. While there
are numerous such companies, there can be no assurance that the Company will be
able to identify and acquire suitable companies on terms acceptable to the
Company, nor that it will be able to finance significant acquisitions in the
future. Increased competition for acquisition candidates may develop, in which
event there may be fewer acquisition opportunities available to the Company as
well as higher acquisition prices. There can be no assurance that the Company
will be able to continue to identify, acquire or profitably manage additional
businesses or successfully integrate acquired businesses, if any, into the
Company without substantial costs, delays or other operational or financial
problems. Further, acquisitions involve a number of special risks, including
possible adverse effects on the Company's operating results, diversion of
management's attention, failure to retain key acquired personnel, risks
associated with unanticipated events or liabilities and amortization of acquired
intangible assets, some or all of which could have a material adverse effect on
the Company's business, financial condition and results of operations. An
acquisition may also initially have an adverse effect upon the Company's
operating results while the acquired business is adopting the Company's
management practices. Although the Company has so far been generally successful
in integrating its acquisitions, there can be no assurance that the Company will
be able to establish, maintain or increase profitability of an entity once it
has been acquired.

COMPETITION

         The printing industry is extremely competitive and fragmented. The
Company competes with numerous large and small printing companies, some of which
have greater financial resources than the Company. The Company competes on the
basis of ongoing customer service, quality of finished products and price.

DEPENDENCE UPON KEY PERSONNEL

         The Company believes that its continued success will depend to a
significant extent upon its senior management, particularly Joe R. Davis, the
Company's founder, President and Chief Executive Officer. The loss of the
services of Mr. Davis or other key personnel could have a material adverse
effect on the Company's business and prospects. The Company's continued success
also depends upon its ability to attract and retain qualified employees.


                                        5
<PAGE>
CONTROL

         Based upon the latest information available to the Company, Joe R.
Davis, the Vinik Group ("Vinik") and Pilgrim Baxter & Associates ("Pilgrim")
beneficially own approximately 10.9%, 9.5% and 9.0%, respectively, of the
outstanding Common Stock. As a result, although Mr. Davis, Vinik and Pilgrim
have never acted in concert in the past, they could, if they acted in concert,
have the ability to substantially influence the election of the Company's Board
of Directors and the outcome of other matters requiring shareholder approval.

GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS

         The Company is subject to the environmental laws and regulations of the
United States and the states in which its subsidiaries have operations
concerning emissions into the air, discharges into waterways and the generation,
handling and disposal of waste materials. While the Company believes it is
currently in substantial compliance with these laws and regulations, there can
be no assurance that future changes in such laws and regulations will not have a
material effect on the Company's operations.

DIVIDEND POLICY

         The Company currently intends to retain all future earnings to finance
the continuing development of its business and does not anticipate paying cash
dividends on the Common Stock in the foreseeable future.

SHARES ELIGIBLE FOR FUTURE SALE

         The Company has from time to time issued and may in the future issue a
significant number of shares of Common Stock without registration in acquisition
transactions or otherwise. Such shares, upon issuance, will be "restricted
securities" as such term is defined in Rule 144 promulgated under the Securities
Act or will be held by "affiliates" of the Company and consequently are subject
to the resale limitations of Rule 144. In addition, a significant number of
shares of Common Stock are issuable upon exercise of certain stock purchase
options that have been or may be granted under the Company's existing incentive
stock plan.

         The Board of Directors, without further action by the shareholders, is
authorized to issue up to five million shares of the Company's Preferred Stock,
par value $1.00 per share (the "Preferred Stock"), in one or more series and to
fix and determine as to any series all the relative rights and preferences of
shares in such series, including, without limitation, preferences, limitations
or relative rights with respect to redemption rights, conversion rights, if any,
voting rights, if any, dividend rights and preferences on liquidation. The
dividend, liquidation and voting rights of any such Preferred Stock issued could
be superior to the rights of the holders of Common Stock.

         The issuance of shares of Preferred Stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal that some, or a majority, of the shareholders might believe to be in
the best interests of the Company or in which shareholders might receive a
premium for their stock over the then market price of such stock. In addition,
under certain circumstances, the issuance of Preferred Stock could adversely
affect the voting power of the holders of the Common Stock.

         Future sales of significant numbers of shares of Common Stock in the
public market could adversely affect the prevailing market price of the Common
Stock and also could impair the Company's ability to raise capital through
subsequent offerings of securities.

                                        6
<PAGE>
                                   THE COMPANY

         Consolidated Graphics, Inc., headquartered in Houston, Texas, is one of
the fastest growing printing companies in the United States. The Company's
principal executive offices are located at 5858 Westheimer, Suite 200, Houston,
Texas 77057, and its telephone number is (713) 787-0977. As a leading printing
industry consolidator and the largest sheetfed commercial printer in the United
States, the Company has expanded its operations to include 38 printing companies
nationwide as of July 31, 1998. Each operation provides general commercial
printing services relating to the production of annual reports, training
manuals, product and capability brochures, direct mail pieces, catalogs and
other promotional material, all of which tend to be recurring in nature. One
operation also provides transaction-oriented financial printing services. Each
printing business has an established operating history (ranging from 11 to 120
years), experienced management, solid customer relationships and a reputation
for providing quality service and product.

         The Company's printing businesses sell to over 8,000 customers,
including many major corporations, most of which are headquartered in the
markets in which the Company operates. The Company believes that its broad
customer base, extensive geographic coverage of the United States and wide range
of printing capabilities and services reduce the Company's exposure to economic
fluctuations that may generally affect segments of the printing industry or any
one geographical area.

INDUSTRY BACKGROUND

         The printing industry is one of the largest and most fragmented
industries in the United States, with total annual sales estimated at $103
billion. The printing services market includes general commercial printing,
financial printing, printing and publishing of books, quick printing and
production of business forms and greeting cards. Within the printing services
market, the Company primarily serves the commercial and financial printing
sectors. Based on available industry data, commercial printing services generate
approximately $73 billion in annual U.S. sales.

         Despite its size, the commercial printing sector is highly fragmented,
with over 37,000 companies in operation today, the majority of which are
privately owned and locally operated. While these operations are involved in
various aspects of commercial printing, the size and fragmented nature of the
industry contributed to the development of the Company's acquisition strategy
described below.

BUSINESS STRATEGY

         The commercial printing industry is characterized by a significant
number of locally oriented, privately-held businesses, many of which are viable
acquisition prospects. Owners' impetus to sell their printing businesses results
from various factors, including the need to increase their personal financial
liquidity, plans to retire or a desire to access the financial capital and other
operating strengths the Company has to offer in order to grow the business.
Because there are relatively few buyers with adequate financing and management
expertise who desire to acquire these types of printing companies, the Company
has been and expects to continue to be able to execute its acquisition strategy
at prices it considers to be reasonable.

         The Company believes a large part of its success results from its
ability to combine the service and responsiveness of a locally oriented printing
company with the critical mass and economic advantages of a large organization.
The Company plans to continually enhance the competitiveness and profitability
of each acquired printing business through investments in new equipment and
technology, management training, economies of scale and financial strength.
Utilizing these operating resources, the Company's printing businesses continue
to operate autonomously, maintaining and building relationships with buyers of
printing services in their respective markets.

         The principal advantages of the Company's strategy are as follows:

         o MARGIN IMPROVEMENT. Through the use of company-wide master purchasing
         arrangements for principal supplies such as paper, plates, film and
         ink, each printing business can receive the benefit of volume discounts
         which may significantly improve its gross margin. The combined
         purchasing power also results in more favorable pricing for investments
         in technology and capital equipment.

                                        7
<PAGE>
         In addition, centralization of certain administrative services, such as
         purchasing and human resources support, risk management, treasury and
         information systems, can further improve operating margins.

         o STRATEGIC COUNSEL. Many of the acquisition candidates are
         privately-held businesses, which by their nature typically place heavy
         demands on the management skills of the proprietor. The Company
         provides strategic counsel and professional management techniques to
         the management of its acquired companies in such areas as planning,
         organization, controls, accounting and finance and regulatory
         compliance, resulting in improved efficiency and competitive
         advantages.

         o FLEXIBLE SERVICE. The wide range of equipment capabilities of its
         various printing businesses provides the Company with greater
         flexibility to meet customer needs than is available to a company with
         a single operation. From time to time, to meet customers' needs, the
         various printing businesses work together when an individual operation
         does not have the necessary equipment or capacity to perform a
         particular project. This allows one of the Company's printing
         businesses to compete economically for a project it might otherwise
         have been unable to obtain.

         o MANAGEMENT DEVELOPMENT. The Company has historically been committed,
         beyond industry custom, to recruiting, training and developing recent
         college graduates as printing sales and management professionals. The
         Company has designed a structured program to give hands-on experience
         in all areas of manufacturing and management, as well as develop the
         skills necessary for these professionals to lead the Company's printing
         businesses in the future. These professionals are a key factor
         contributing to the Company's ability to provide a high degree of
         quality customer service and maximize profitability.

         By taking advantage of the above benefits, the Company's printing
businesses are able to increase operating efficiencies and become one of the
lowest-cost providers of quality printing services in the markets they serve. As
such, the Company has historically improved the operating margins of each
printing business it has acquired.

         In fiscal 1998, the Company continued to expand nationally by adding 13
new printing businesses. The Company added 7 new printing businesses in the
first four months of fiscal 1999 and had signed non-binding letters of intent to
acquire eight additional companies. The Company plans to continue its aggressive
acquisition efforts.

THE PRINTING COMPANIES

         The Company's printing businesses are all operated as wholly-owned
subsidiaries. Commercial printing involves the production of a wide range of
marketing, investor relations and technical materials for a variety of customers
including corporations, mutual fund companies, advertising agencies, graphic
design firms and direct mail and catalog retailers. The services provided by the
Company's printing businesses include digital imaging, printing and distribution
of commercial and corporate documents, including training manuals, multicolor
product and capability brochures, direct mail pieces, catalogs, shareholder
communications and other information requested by its customers and produced to
their specifications. Most of these projects are recurring in nature. In
addition to commercial printing, one operation also provides
transaction-oriented financial printing services. In its financial printing
business, the Company typesets, prints and distributes financial documents which
are used for specific business transactions, including registration statements,
information statements and quarterly and annual reports filed with the
Securities and Exchange Commission.

OPERATIONS

         The Company provides service in all areas of commercial printing,
including prepress, printing and postpress operations.

         Commercial prepress services involve photographically duplicating
mechanical images and/or digitally producing images, separating color images
into process colors, assembling films and burning film images onto plates.

                                        8
<PAGE>
Financial prepress goes a step further by preparing manuscript copy and
typesetting. The Company has electronic prepress operations at most of its
facilities.

         There are a number of different printing processes, each with its own
distinguishing qualities and appearance characteristics. The Company uses the
offset lithography process to provide the highest-quality, lowest-cost printed
products for most run lengths. Short- to medium-run commercial work generally is
printed on sheet-fed presses, while long-run commercial and financial printing
projects typically are printed on web presses. Presses may be single or
multicolor.

         Most of the Company's presses are large, sheet-fed, 40-inch presses,
which are typically capable of printing 16 pages of letter-sized finished
product on a 28 by 40-inch sheet of paper with eight pages on each side (known
as a 16-page "signature"). These sheet-fed presses are capable of simultaneously
printing up to one, two, four, five, six or eight colors. As of May 31, 1998,
the Company operated 123 sheet-fed presses capable of running at standard press
speeds of up to 15,000 impressions per hour. The Company also operates higher
production half-size and full-size web presses at six facilities. These presses
start with a roll of paper at one end and may print up to 32-page signatures on
both sides of the paper at maximum speeds of up to 50,000 impressions per hour.
Such presses are also capable of folding, gluing, or perforating a printed
product.

         The postpress operations provided by the Company include cutting,
folding, binding and finishing. Warehousing, packaging and distribution services
also are critical elements in the printing process, and the Company is equipped
to provide these services by storing printed materials for its customers,
handling bulk shipments and mailing to meet customer needs. The Company utilizes
courier services to provide customers with pick-up and delivery services.
Through its membership in FPNet, The International Network of Independent
Financial Printers, the Company is able to expedite delivery of corporate and
financial documents to most major U.S. and Canadian cities and London, England.

         The Company's scheduling flexibility allows it to consistently react
swiftly to its customers' requirements. Because of the typical need for rapid
production of printing projects, from conception through delivery, the Company
must maintain physical plant and customer service staff which allow it to
maximize work loads when called upon to do so. Consequently, the Company's
printing businesses do not always operate at full capacity.

         One of the most significant technological advancements in the
commercial printing industry in recent years has been in the computerization of
the prepress area. The Company believes its highly advanced electronic prepress
capabilities give it a competitive advantage in the marketplace. The Company has
a program to continually evaluate its electronic prepress needs and, perhaps
more importantly, the growing expectations of its customers in this area.
Pursuant to this program, the Company has added electronic prepress operations
to substantially all of its operations and expects to continually upgrade the
prepress area at its current printing businesses and those likely to be acquired
in the future.

         The Company also continuously reviews its printing equipment needs and
evaluates advances in computer software, hardware and peripherals, computer
networking and telecommunication systems as they relate to the Company's
operations. During fiscal 1999, the Company anticipates making additional
capital expenditures for equipment to add production capacity and further
streamline operations at many of its printing businesses.

                              ---------------------

                                        9
<PAGE>
                   SELECTED CONSOLIDATED FINANCIAL INFORMATION

         The following table sets forth selected consolidated financial
information of the Company as of and for the preceding five fiscal years ended
March 31, 1998 and for the three-month periods ended June 30, 1998 and 1997.
The selected consolidated financial data for the preceding five fiscal years
ended March 31, 1998 have been derived from the Company's audited consolidated
financial statements and notes thereto. The unaudited data for the three-month
periods ended June 30, 1998 and 1997 have been derived from the unaudited
consolidated financial statements of the Company for the related periods. The
information set forth below should be read in conjunction with the Company's
consolidated financial statements and notes thereto and other financial
information incorporated by reference into this Prospectus.
<TABLE>
<CAPTION>
                                           THREE MONTHS
                                           ENDED JUNE 30,                        YEAR ENDED MARCH 31,
                                         -----------------   -------------------------------------------------
                                           1998      1997      1998       1997      1996      1995      1994
                                         -------   -------   --------   --------   -------   -------   -------
                                            (UNAUDITED)                  (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                      <C>       <C>       <C>        <C>        <C>       <C>       <C>    
Income Statement Data:
Sales.................................   $85,100   $50,675   $231,282   $144,082   $85,133   $57,166   $48,643
Cost of Sales .........................   58,014    34,745    157,906    100,197    61,237    39,821    33,916
                                         -------   -------   --------   --------   -------   -------   -------
   Gross profit .......................   27,086    15,930     73,376     43,885    23,896    17,345    14,727
Selling expenses ......................    8,291     4,931     22,365     14,223     8,532     5,731     4,923
General and administrative
   expenses ...........................    6,619     3,880     17,628     11,330     6,873     4,313     3,469
Restructuring charge(1) ...............     --        --         --         --       1,500      --        --
                                         -------   -------   --------   --------   -------   -------   -------
   Operating income ...................   12,176     7,119     33,383     18,332     6,991     7,301     6,335
Interest expense, net .................    1,471       894      3,720      2,305       860       427     1,018
                                         -------   -------   --------   --------   -------   -------   -------
   Income before income taxes .........   10,705     6,225     29,663     16,027     6,131     6,874     5,317
Income taxes ..........................    4,175     2,365     11,273      5,927     2,146     2,392     1,806
                                         -------   -------   --------   --------   -------   -------   -------
   Net income .........................    6,530     3,860     18,390     10,100     3,985     4,482     3,511
Dividends on redeemable preferred
   stock ..............................     --        --         --         --        --          45       210
Accretion in value of redeemable
   preferred stock and warrant ........     --        --         --         --        --        --         347
                                         -------   -------   --------   --------   -------   -------   -------
     Net income available to common
     shareholders ....................   $ 6,530   $ 3,860   $ 18,390   $ 10,100   $ 3,985   $ 4,437   $ 2,954
                                         =======   =======   ========   ========   =======   =======   =======
Basic earnings per share (2)..........   $   .50   $   .31   $   1.46   $    .83   $   .36   $   .46   $   .53
                                         =======   =======   ========   ========   =======   =======   =======
Diluted earnings per share (2)........   $   .48   $   .30   $   1.40   $    .81   $   .35   $   .45   $   .45
                                         =======   =======   ========   ========   =======   =======   =======
<CAPTION>
                                        JUNE 30,                            MARCH 31,
                                 -------------------   -------------------------------------------------
                                   1998       1997       1998       1997      1996      1995       1994
                                 --------   --------   --------   --------   -------   -------   -------
                                     (UNAUDITED)                         (IN THOUSANDS)
<S>                              <C>        <C>        <C>        <C>        <C>       <C>       <C>    
Balance Sheet Data:
Working Capital ..............   $ 39,897   $ 20,221   $ 27,869   $ 22,080   $18,855   $13,797   $ 7,918
Property and equipment, net ..    172,349     92,566    135,892     85,643    50,591    35,504    19,910
Total assets .................    311,664    147,482    237,645    135,720    87,809    60,288    36,809
Long-term debt, net of current
   portion ...................    111,176     41,796     73,030     39,321    20,105     8,820    13,470
Redeemable preferred stock and
   warrant ...................       --         --         --         --        --        --       3,347
Common shareholders' equity ..    125,509     70,487    105,332     66,447    49,876    38,170     8,981
</TABLE>
(1)  Relates to direct and incremental costs associated with the merger of two
     of the Company's Houston subsidiaries, the net effect of which was to
     reduce net income available to common shareholders by $975 after-tax and
     both basic and diluted earnings per share by $.09.

(2) Restated as applicable for a two-for-one stock split on January 10, 1997.

                                       10
<PAGE>
                      SECURITIES COVERED BY THIS PROSPECTUS

         The Common Stock covered by this Prospectus is available for use in
future acquisitions of businesses, properties or securities in business
combination transactions of entities or persons engaged in providing commercial
printing services. The consideration offered by the Company in such
acquisitions, in addition to the Common Stock offered by this Prospectus, may
include cash, debt or other Company securities, or assumption by the Company of
liabilities of the businesses being acquired, or a combination thereof. It is
contemplated that the terms of each acquisition will be determined by
negotiations between the Company and the management or the owners of the assets
to be acquired or the owners of the securities (including newly issued
securities) to be acquired, with the Company taking into account the quality of
management, the past and potential earning power and growth of the assets or
securities to be acquired, and other relevant factors. It is anticipated that
the Common Stock issued in acquisitions hereunder will be valued at a price
reasonably related to the market value of the Common Stock either at the time
the terms of the acquisition are tentatively agreed upon or at or about the time
or times of delivery of the shares of Common Stock.

                             VALIDITY OF SECURITIES

         The validity of the issuance of the shares of Common Stock offered by
this Prospectus has been passed upon for the Company by Winstead Sechrest &
Minick P.C., counsel to the Company.

                              PLAN OF DISTRIBUTION

         The Common Stock covered by this Prospectus may be issued in exchange
for shares of capital stock, partnership interests or other assets representing
an interest, direct or indirect, in other companies or other entities, in
exchange for assets used in or related to the business of such entities, in
exchange or conversion of other securities issued in any such acquisitions or
otherwise pursuant to the agreements providing for such acquisitions. The terms
of such acquisitions and of the issuance of Common Stock under acquisition
agreements will generally be determined by direct negotiations with the owners
or controlling persons of the business or properties to be acquired or, in the
case of entities that are more widely held, through exchange offers to
stockholders or document soliciting the approval of statutory mergers,
consolidations or sales of assets. It is anticipated that the Common Stock
issued in acquisitions hereunder will be valued at a price reasonably related to
the market value of the Common Stock either at the time the terms of the
acquisition are tentatively agreed upon or at or about the time or times of
delivery of the shares of Common Stock.

         The Company does not expect that an underwriting discount or commission
will be paid by the Company in connection with issuances of Common Stock under
this Prospectus. However, finders' fees, brokers' commissions or financial
advisory fees may be paid from time to time in connection with specific
acquisitions, and such fees may be paid through the issuance of Common Stock
covered by this Prospectus. Any person receiving such a fee may be deemed to be
an underwriter within the meaning of the Securities Act.

                                       11
<PAGE>
         NO DEALER, SALES REPRESENTATIVE, OR ANY OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY
OF THIS PROSPECTUS AT ANY TIME AND ANY SALE MADE HEREUNDER DOES NOT IMPLY THAT
THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.

                                   ----------

                                TABLE OF CONTENTS
                                                                           PAGE
Available Information.........................................................3
Incorporation of Certain Documents
  by Reference................................................................3
Risk Factors..................................................................5
The Company...................................................................7
Selected Consolidated Financial Information..................................10
Securities Covered by this Prospectus .......................................11
Validity of Securities.......................................................11
Plan of Distribution.........................................................11


                                2,000,000 SHARES

                                  CONSOLIDATED
                                 GRAPHICS, INC.

                                  COMMON STOCK

                                   PROSPECTUS

                                AUGUST 26, 1998
<PAGE>
              (ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS)

PROSPECTUS                         SUBJECT TO COMPLETION-- DATED AUGUST 26, 1998

                           CONSOLIDATED GRAPHICS, INC.
                               2,000,000 SHARES OF
                                  COMMON STOCK

         This Prospectus, as appropriately amended or supplemented, may be used
from time to time principally by persons (the "Selling Stockholders") who have
received shares of common stock, par value $.01 per share (the "Common Stock"),
of Consolidated Graphics, Inc. (the "Company") in connection with the
acquisition by the Company of securities or assets held by such persons, or
their transferees, and who wish to offer and sell such shares of Common Stock in
transactions in which they and any broker-dealer through whom such shares are
sold may be deemed to be underwriters within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), as more fully described herein. The
Company will receive none of the proceeds from any such sale. Any commissions
paid or concessions allowed to any broker-dealer, and, if any broker-dealer
purchases such shares as principal, any profits received on the resale of such
shares, may be deemed to be underwriting discounts and commissions under the
Securities Act. Certain printing, certain legal and accounting, filing and other
similar expenses of this offering may be paid by the Company. The Selling
Stockholders will generally bear all other expenses of this offering, including
brokerage fees and any underwriting discounts or commissions.

                  The Registration Statement of which this Prospectus is a part
also relates to the offer and issuance by the Company from time to time of
2,000,000 shares of Common Stock in connection with its acquisition of the
securities and assets of other businesses.

                  As of July 31, 1998, the Company had 13,293,726 shares of its
Common Stock outstanding. The shares of Common Stock offered hereby have been
approved for listing on The New York Stock Exchange. On August 21, 1998, the
closing price of the Common Stock on The New York Stock Exchange was $61.125 per
share as published in The Wall Street Journal.

         The Company is a Texas corporation and all references herein to the
Company refer to the Company and its subsidiaries.

         SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS IN THE
COMMON STOCK OFFERED HEREBY.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                 THE DATE OF THIS PROSPECTUS IS AUGUST 26, 1998.
<PAGE>
              [ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]

                              PLAN OF DISTRIBUTION

         This Prospectus may also be used by the persons who receive from the
Company shares of Common Stock covered by the Registration Statement, of which
this Prospectus is a part, in acquisitions under circumstances, which require
the use of a Prospectus (such persons being referred to herein as "Selling
Stockholders"); provided, however, that no Selling Stockholder will be
authorized to use this Prospectus for any offer of such shares of Common Stock
without first obtaining the written consent of the Company. The Company may
consent to the use of this Prospectus by Selling Stockholders for a limited
period of time and subject to conditions and limitations that may vary as to any
given Selling Stockholder.

         Agreements with the Selling Stockholders permitting use of this
Prospectus may provide that any such offering be effected in an orderly manner
through securities dealers, acting as a broker or dealer, selected by the
Company; that Selling Stockholders enter into custody agreements with certain
persons with respect to such shares; and that sales be made only by one or more
of the methods described in this caption, as appropriately supplemented or
amended as required.

         The Selling Stockholders may from time to time sell all or a portion of
the shares of Common Stock in transactions on The New York Stock Exchange, in
negotiated transactions or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The shares of Common Stock may be sold
directly or through broker-dealers. If shares of Common Stock are sold through
broker-dealers, the Selling Stockholders may pay brokerage commissions and
charges. The methods by which the shares of Common Stock may be sold include,
without limitation, (a) a block trade (which may involve crosses) in which the
broker or dealer so engaged will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus; (c) exchange
distribution and/or secondary distributions in accordance with the rules of The
New York Stock Exchange; (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; (e) through the writing of options on
shares of Common Stock (whether such options are listed in an options exchange
or otherwise); and (f) privately negotiated transactions.

         The Selling Stockholders and any broker-dealer participating in the
distribution of the shares of Common Stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit and any commissions
paid or any discounts or concessions allowed to any such broker-dealer may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Selling Stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of shares of Common Stock against certain
liabilities, including liabilities under the Securities Act.

         No assurances can be given that the Selling Stockholders will sell any
or all of the shares of Common Stock offered hereunder.
<PAGE>
              (ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS)

         NO DEALER, SALES REPRESENTATIVE, OR ANY OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY
OF THIS PROSPECTUS AT ANY TIME AND ANY SALE MADE HEREUNDER DOES NOT IMPLY THAT
THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.

                                   ----------

                                TABLE OF CONTENTS
                                                                           PAGE
Available Information.........................................................3
Incorporation of Certain Documents
  by Reference................................................................3
Risk Factors..................................................................5
The Company...................................................................7
Selected Consolidated Financial Information..................................10
Securities Covered by this Prospectus .......................................11
Validity of Securities.......................................................11
Plan of Distribution.........................................................11


                                2,000,000 SHARES

                                  CONSOLIDATED
                                 GRAPHICS, INC.

                                  COMMON STOCK

                                   PROSPECTUS

                                AUGUST 26, 1998
<PAGE>
                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act ("TBCA") provides
that a corporation may indemnify any director or officer who was, is or is
threatened to be made a named defendant or respondent in a proceeding because he
is or was a director or officer, provided that the director or officer (i)
conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity, that his conduct was in the corporation's best
interests, and (b) in all other cases, that his conduct was at least not opposed
to the corporation's best interests and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. Subject
to certain exceptions, a director or officer may not be indemnified if the
person is found liable to the corporation or if the person is found liable on
the basis that he improperly received a personal benefit. Under Texas law,
reasonable expenses incurred by a director or officer may be paid or reimbursed
by the corporation in advance of a final disposition of the proceeding after the
corporation receives a written affirmation by the director or officer of his
good faith belief that he has met the standard of conduct necessary for
indemnification and a written undertaking by or on behalf of the director or
officer to repay to the corporation if it is ultimately determined that the
director or officer is not entitled to indemnification by the corporation. The
TBCA requires a corporation to indemnify an officer or director against
reasonable expenses incurred in connection with the proceeding in which he is
named defendant or respondent because he is or was a director or officer if he
is wholly successful in defense of the proceeding.

         Texas law also permits a corporation to purchase and maintain insurance
or another arrangement on behalf of any person who is or was a director or
officer against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
Article 2.02-1.

         The Company's Second Amended and Restated By-Laws, as amended (the
"By-Laws"), provide for the indemnification of its officers and directors, and
the advancement to them of expenses in connection with proceedings and claims,
to the fullest extent permitted under the TBCA. Such indemnification may be made
even though directors and officers would not otherwise be entitled to
indemnification under other provisions of the By-Laws. The Company has entered
into indemnification agreements with its directors and certain of its officers
that contractually provide for indemnification and expense advancement. Both the
By-Laws and the agreements include related provisions meant to facilitate the
indemnitees' receipt of such benefits. These provisions cover, among other
things: (i) specification of the method of determining entitlement to
indemnification and the selection of independent counsel that will in some cases
make such determination, (ii) specification of certain time periods by which
certain payments or determinations must be made and actions must be taken and
(iii) the establishment of certain presumptions in favor of an indemnitee. The
benefits of certain of these provisions are available to an indemnitee only if
there has been a change in control (as therein defined). In addition, the
Company may, in the future, purchase directors and officers liability insurance
policies for its directors and officers.

         The above discussion of Article 2.02-1 of the TBCA and of the Company's
By-laws is not intended to be exhaustive and is respectively qualified in its
entirety by such statute and the By-laws.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

         (a)      The following exhibits are filed herewith or incorporated
                  herein by reference:

EXHIBIT NO.       DESCRIPTION OF EXHIBIT


*3.1   -          Restated Articles of Incorporation of the Company filed with
                  the Secretary of State of the State of Texas on July 27, 1994
                  (Consolidated Graphics, Inc. Form 10-Q (June 30, 1994) SEC
                  File No. 0-24068, Exhibit 4(a)).

                                      II-1
<PAGE>
*3.2   -          Articles of Amendment to the Restated Articles of
                  Incorporation of the Company dated as of July 29, 1998
                  (Consolidated Graphics, Inc. Form 10-Q (June 30, 1998) SEC
                  File No. 0-24068, Exhibit 3.1).

*3.3   -          By-Laws of the Company, dated as of May 31, 1995,
                  (Consolidated Graphics, Inc. Form 10-K (March 31, 1995) SEC
                  File No. 0-24068, Exhibit 3.2).

*3.4   -          Amendment to the By-Laws of the Company, dated July 3, 1996
                  (Consolidated Graphics, Inc. Form 10-Q (June 30, 1997) SEC
                  File No. 0-24068, Exhibit 3.2).

*3.5   -          Amendment to the By-Laws of the Company, dated April 27, 1998
                  (Consolidated Graphics, Inc. Form 10-K (March 31, 1998) SEC
                  File No. 0-24068, Exhibit 3.4).

*4     -          Specimen Common Stock Certificate (Consolidated Graphics,
                  Inc., Form 10-K (March 31, 1998) SEC File No. 0-24068, Exhibit
                  4.1).

5      -          Opinion of Winstead Sechrest & Minick P.C. regarding the
                  legality of the securities being offered.

*10.1  -          Revolving Credit Agreement among the Company and Texas
                  Commerce Bank National Association as Agent and BankOne of
                  Texas, N.A. as Co-agent, dated as of June 5, 1997
                  (Consolidated Graphics, Inc. Form 10-K (March 31, 1997) SEC
                  File No. 0-24068, Exhibit 10.8).

*10.2  -          First Amendment to the Revolving Credit Agreement among the
                  Company and Chase Bank of Texas as Agent and Bank One of
                  Texas, NA as Co-Agent, dated as of August 4, 1998
                  (Consolidated Graphics, Inc. Form 10-Q (June 30, 1998) SEC
                  File No. 0-24068, Exhibit 10.1).

*10.3  -          1994 Consolidated Graphics, Inc. Long-Term Incentive Plan
                  (Consolidated Graphics, Inc. Registration Statement on Form
                  S-1 (Reg. No. 33-77468), Exhibit 10.14).

*10.4  -          Form of Indemnification Agreement (Consolidated Graphics, Inc.
                  Registration Statement on Form S-1 (Reg. No. 33-77468),
                  Exhibit 10.15).

21.1   -          Subsidiaries of the Company.

23.1   -          Consent of Winstead Sechrest & Minick P.C. (set forth in
                  Exhibit 5).

23.2   -          Consent of Arthur Andersen LLP.

24     -          Powers of Attorney (included herein on signature page).


*Incorporated by reference.

         (b)      Financial Statement Schedules: Not Applicable.

ITEM 22.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:
         (i) to include any prospectus required by Section 10(a)(3) of the
         Securities Act; (ii) to reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the

                                      II-2
<PAGE>
         aggregate, represent a fundamental change in the information set forth
         in the registration statement; (iii) to include any material
         information with respect to the plan of distribution not previously
         disclosed in the registration statement or any material change to such
         information in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each post-effective amendment shall be deemed to be
         a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is part of this registration statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.

         (d) The registrant undertakes that every prospectus (i) that is filed
pursuant to the immediately preceding paragraph, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 20 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

         (f) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

                                      II-3
<PAGE>
         (g) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 3, 10(b), 11, or 13 of Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to effective date of the registration statement through the
date of responding to the request.

         (h) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                      II-4
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
the State of Texas, on August 26, 1998.

                                       CONSOLIDATED GRAPHICS, INC.



                                       By:/s/ JOE R. DAVIS
                                          Joe R. Davis
                                          President, Chief Executive Officer and
                                          Chairman of the Board of Directors

                                      II-5
<PAGE>
         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joe R. Davis and Randall D. Keys, and
each one of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REPORT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE
CAPACITIES AND ON THE DATES INDICATED.

     SIGNATURE                          TITLE                       DATE

/s/ JOE R. DAVIS             President, Chief Executive          August 26, 1998
  (Joe R. Davis)             Officer and Director
                             (Principal Executive Officer)


/s/ RANDALL D. KEYS          Vice President - Finance            August 26, 1998
 (Randall D. Keys)           and Chief Financial and
                             Accounting Officer


/s/ LARRY J. ALEXANDER       Director                            August 26, 1998
  (Larry J. Alexander)


/s/ BRADY F. CARRUTH         Director                            August 26, 1998
(Brady F. Carruth)


/s/ CLARENCE C. COMER        Director                            August 26, 1998
(Clarence C. Comer)


/s/ GARY L. FORBES           Director                            August 26, 1998
 (Gary L. Forbes)


/s/ W. D. HAWKINS            Director                            August 26, 1998
  (W. D. Hawkins)


/s/ JAMES H. LIMMER          Director                            August 26, 1998
 (James H. Limmer)


/s/ THOMAS E. SMITH          Director                            August 26, 1998
 (Thomas E. Smith)


/s/ HUGH N. WEST             Director                            August 26, 1998
  (Hugh N. West)

                                      II-6

                                                                       EXHIBIT 5


                                                    Direct Dial:  713/650-2753
                                                          [email protected]

                                August 24, 1998


Consolidated Graphics, Inc.
5858 Westheimer, Suite 200
Houston, Texas 77057

Gentlemen:

      You have requested our opinion as to the legality of the issuance of up to
2,000,000 shares (the "Shares") of the common stock, par value $.01 per share,
of Consolidated Graphics, Inc. (the "Company"), which are the subject of a
registration statement on Form S-4 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended. You have requested our opinion as to whether the Shares
to be issued will, when issued, be duly and validly issued, fully paid and
nonassessable.

      We have examined the Articles of Incorporation of the Company, the Bylaws
and such other corporate records, documen
ts and proceedings and the resolutions
adopted by the Board of Directors of the Company in connection with the
issuance, sale and delivery of the Shares as we have deemed necessary for the
purposes of this opinion.

      On the basis of the foregoing, it is our opinion that the Shares to be
issued and sold by the Company pursuant to the Registration Statement have been
duly and validly authorized by all necessary corporate action of the Company and
each of such Shares, when issued, will be duly and validly issued, fully paid
and nonassessable shares of the common stock of the Company.

      We consent to the use of this opinion as an exhibit to the Registration
Statement. We further consent to the reference to our firm under the caption
"Legal Matters" in the prospectus which is a part of the Registration Statement.

                                       Very truly yours,

                                       WINSTEAD SECHREST & MINICK P.C.
                                       /s/ WINSTEAD SECHREST & MINICK P.C.

                                                                      Exhibit 21

                             LIST OF SUBSIDIARIES



                                                  JURISDICTION OF
  SUBSIDIARY                                      INCORPORATION

Austin Printing Company, Inc..........................Georgia
Bridgetown Printing Co................................Texas
CGML General Partner, Inc. ...........................Delaware
Chas. P. Young Company ...............................Texas
Chas. P. Young Company, Inc...........................New York
Clear Visions, Inc. ..................................Texas
Columbia Color, Inc...................................California
Consolidated Eagle Press, Inc.........................Texas
Consolidated Graphics Management, Inc.................Delaware
Consolidated Graphics Management II, Inc..............Delaware
Consolidated Graphics Properties, Inc.................Texas
Consolidated Graphics Properties II, Inc..............Texas
Consolidated Image, Inc...............................Wisconsin
Consolidated Mobility, Inc............................Texas
Courier Printing Company..............................Tennessee
Digital Direct........................................Pennsylvania
Direct Color, Inc.....................................California
Emerald City Graphics, Inc............................Washington
Fittje Bros. Printing Company Inc.....................Colorado
Frederic Printing Company.............................Colorado
Garner Publishing Company.............................Iowa
GCI Acquisition Company...............................California
Georges & Shapiro Lithograph, Inc.....................California
Geyer Printing Company, Inc...........................Pennsylvania
Gilprin Acquisition...................................Kansas
Gritz-Ritter Graphics, Inc............................Colorado
Grover Printing Company...............................Texas
Gulf Printing Company.................................Texas
Heath Printers, Inc...................................Washington
Heritage Graphics, Inc................................Texas
Ironwood Acquisition, Inc.............................Arizona
Lincoln Acquisition Company...........................Indiana
Mercury Web Printing, Inc.............................Kansas
Paragraphics, Inc.....................................California
Precision Litho, Inc..................................Texas
Pride Acquisition Company.............................Massachusetts
<PAGE>
Printing, Inc.........................................Kansas
Serco Forms, LLC......................................Kansas
StorterChilds Printing Company, Inc...................Florida
Superb Printing Company...............................Texas
Superior Colour Graphics, Inc.........................Michigan
Tewell Warren Printing Company........................Texas
The Etheridge Company.................................Michigan
The Jarvis Press, Inc.................................Texas
The John C. Otto Company, Inc.........................Massachusetts
Theo Davis Sons, Inc..................................North Carolina
Tucker Printers, Inc..................................Texas
Tulsa Litho Company...................................Oklahoma
Tursack Printing, Inc.................................Pennsylvania
Walnut Circle Press, Inc..............................North Carolina
Web Graphics, Inc.....................................Kansas
Western Lithograph Company............................Texas
Wetzel Acquisition Company............................Wisconsin

                                                                    EXHIBIT 23.2

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

      As independent public accountants, we hereby consent to the incorporation
by reference in this registration Statement on Form S-4, of our report dated May
8, 1998, included in the Consolidated Graphics, Inc. Annual Report on form 10-K
for the year ended March 31, 1998, and to all references to our Firm included in
this Registration Statement.


/s/ ARTHUR ANDERSEN LLP
    ARTHUR ANDERSEN LLP



Houston, Texas
August 25, 1998


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