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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JULY 1, 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
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ITEM 5. OTHER EVENTS
On July 1, 1998, Consolidated Graphics, Inc. (the "Company") announced
the signing of a nonbinding letter of intent to acquire Automated Graphic
Systems, Inc. of White Plains, Maryland and Macedonia, Ohio. 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 July 1, 1998,
related to the announcement of the signing of a nonbinding letter of
intent to acquire Automated Graphic Systems, Inc. of White Plains,
Maryland and Macedonia, Ohio.
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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: July 2, 1998
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EXHIBIT 99
FOR: Consolidated Graphics, Inc.
APPROVED BY: Ronald E. Hale, Jr.
Vice President & Treasurer
(713) 787-0977
CONTACT: Betsy Brod/Jonathan Schaffer
Media: Stan Froelich/Eileen King
Morgen-Walke Associates, Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
CONSOLIDATED GRAPHICS TO ACQUIRE AUTOMATED GRAPHIC SYSTEMS
HOUSTON, TEXAS - July 1, 1998 -- Consolidated Graphics, Inc. (NYSE:CGX)
today announced the signing of a letter of intent to acquire Automated Graphic
Systems, Inc. in a combination cash and stock transaction.
Automated Graphic Systems provides a full range of commercial printing
services to the greater metropolitan Washington, D.C. and Cleveland, Ohio
markets from its production facilities in White Plains, Maryland and Macedonia,
Ohio. John Green will remain with the company in his current capacity as
President after completion of the transaction. Mr. Green also serves as
Treasurer of Printing Industries of America, the largest trade association
serving the printing industry, and is past Chairman of Printing Industries of
Maryland.
Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "Founded in 1975, Automated Graphic Systems has experienced
strong growth throughout its history and has more than doubled in size in just
the past five years. With AGS serving both Washington, D.C. and Cleveland, we
are adding two new markets and two well-managed printing businesses to an
already strong group of companies. We are pleased an industry leader like John
Green will be joining our management group, and we look forward to working with
John, his management team, and the dedicated employees of Automated Graphic
Systems."
Mr. Green added, "AGS began as a typesetting company and has grown to be a
leading commercial printer in its markets. And by joining Consolidated
Graphics, the leading commercial printing company in the country, we expect to
improve upon our past success."
The transaction is subject to the approval of the stockholders of Automated
Graphics Systems, Inc., including members of the Automated Graphic Systems, Inc.
Employee Stock Ownership Plan, the execution of a mutually acceptable definitive
agreement, and other customary conditions. Other terms of the transaction were
not disclosed.
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 41 companies with annualized
revenues in excess of $430 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.
