CONSOLIDATED GRAPHICS INC /TX/
8-K, 1998-03-10
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): MARCH 9, 1998

                           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.)

                            5858 WESTHEIMER, SUITE 200
                              HOUSTON, TEXAS 77057

             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 787-0977

================================================================================
ITEM 5.  OTHER EVENTS     

         On March 9, 1998, Consolidated Graphics, Inc. (the "Company") announced
the signing of a nonbinding letter of intent to acquire Graphic Communications,
Inc. of San Diego, California. 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
pending or future acquisitions by the Company.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (A)  EXHIBITS

     The following exhibit is filed herewith:

      99  Press release of Consolidated Graphics, Inc. dated March 9, 1998,
          related to the announcement of the signing of a nonbinding letter of
          intent to acquire Graphic Communications, Inc. of San Diego,
          California.

                                       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           
                                              Executive Vice President,
                                        Chief Financial and Accounting Officer

Date:  March 10, 1998

                                       2

                                                                      EXHIBIT 99

                                            FOR:   Consolidated Graphics, Inc.

                                    APPROVED BY:   Ronald E. Hale, Jr.
                                                   Vice President & Treasurer
                                                   (713) 787-0977

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

FOR IMMEDIATE RELEASE

             CONSOLIDATED GRAPHICS TO ACQUIRE GRAPHIC COMMUNICATIONS, INC.
                             OF SAN DIEGO, CALIFORNIA

         HOUSTON, TEXAS - March 9, 1998 -- Consolidated Graphics, Inc.
(NYSE:CGX) today announced the signing of a letter of intent to acquire Graphic
Communications, Inc. of San Diego, California, strengthening its position in
this important printing market. Graphic Communications was founded in 1980, and,
in 1996, became the second independent commercial printing company in the U.S.
and the first in the western half of the country to be ISO 9002 certified. Terms
of the transaction were not disclosed.

         Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, said, "Through its ISO certification and location in San Diego,
Graphic Communications has positioned itself for rapid growth serving major
companies with interests in the Pacific Rim and Mexico. We look forward to
helping them further capitalize on these key market advantages."

         John Rush, President of Graphic Communications, will remain with the
company upon completion of the transaction. Commenting on his decision to join
Consolidated Graphics, Rush said, "Our commitment to creating a quality-driven
operation is now being rewarded. In order to take our business to the next
level, we needed a strong partner with a similar operating philosophy. With
Consolidated Graphics, we are joining a strong, profitable company that
believes, as we do, that quality products and superior customer service are the
keys to success."

         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. Upon completion of pending
acquisitions, Consolidated Graphics will have 34 companies with annualized
revenues in excess of $350 million.

         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, general economic conditions, continued demand for its product, the
availability of raw materials, retention of its key management and operating
personnel, as well as other factors detailed in Consolidated Graphics' filings
with the Securities and Exchange Commission.

                                #     #     #



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