CONSOLIDATED GRAPHICS INC /TX/
8-K, 1999-12-22
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): DECEMBER 21, 1999

                           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 December 21, 1999, Consolidated Graphics, Inc. (the "Company") announced
that it expects to report lower-than-anticipated results for the third quarter.
A copy of the press release is attached hereto as Exhibit 99.1.

     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 would prevent the Company from
achieving comparable financial results in the future or completing its
pending or future acquisitions.

<PAGE>
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBIT

     (A)  EXHIBITS

     The following exhibit is filed herewith:

         99.1   Press release of the Company dated December 21, 1999, with
                respect to the announcement that the Company expects to report
                lower-than-anticipated results for the third quarter.


                                    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-
                                                 MERGERS & ACQUISITIONS
                                         CHIEF FINANCIAL AND ACCOUNTING OFFICER
Date:  December 22, 1999

                                       2

                                                                    EXHIBIT 99.1

                                       FOR:  Consolidated Graphics, Inc.

                                   CONTACT:  Ronald E. Hale, Jr.
                                             Consolidated Graphics, Inc.
                                             Vice President & Treasurer
                                             (713) 787-0977

                                             Jonathan Schaffer/Keith Curtis
                                             Media:Jennifer Kirksey
                                             Morgen-Walke Associates, Inc.
                                             (212) 850-5600


FOR IMMEDIATE RELEASE


       CONSOLIDATED GRAPHICS COMMENTS ON ANTICIPATED THIRD QUARTER RESULTS
                         Provides Fourth Quarter Outlook
                Terminates Letters of Intent for Two Acquisitions

     HOUSTON, TEXAS - December 21, 1999 - Consolidated Graphics, Inc. (NYSE:
CGX) today announced that it expects to report lower-than-anticipated results
for the third quarter ending December 31, 1999.

     Sales for the third quarter are expected to be at least $155.0 million, an
increase from $118.3 million last year. Net income for the period is expected to
be at least $9.0 million, or $.56 per diluted share, compared to $8.7
million, or $.60 per diluted share, last year.

     Joe R. Davis, Chairman and Chief Executive Officer, commented, "The third
quarter started off well with solid results in October. Subsequently however, we
have experienced a decline in sales volume which has considerably impacted our
profitability relative to initial expectations. We believe this lower-than-
expected sales volume is attributable to general industry conditions. According
to the National Association for Printing Leadership, recent industry data
indicates that for the first time in 15 years, current printing industry growth
is lagging overall national economic growth.

     "Unfortunately, we expect these conditions may continue in the near term.
As a result, we are assessing our cost structure as we continue to pursue print
growth through expanded product and service offerings including our digital and
electronic media initiatives. We remain confident that our financial strength,
which includes very strong cash flow, along with our superior network of
printing companies and a disciplined growth strategy will yield the highest
long-term results for the Company and its shareholders."

     Mr. Davis continued, "Should this market weakness persist, we anticipate
that our performance for the fourth quarter will be similar to expected third
quarter results, before giving effect to the incremental revenue attributable to
third quarter acquisitions."

                                    - MORE -

<PAGE>
Consolidated Graphics Comments on Anticipated Third Quarter Results     Page -2-

     The Company also announced today that it has terminated two previously
announced letters of intent with Pace Lithographers of Los Angeles and Everett
Graphics of Oakland, California.

     Mr. Davis further commented, "In light of the recent performance of our
stock price, we have reconsidered the use of our capital and have determined
that repurchasing our common shares in accordance with our recently announced
repurchase program is most likely the prudent course of action. We will continue
to pursue acquisition opportunities but with an increased emphasis on purchase
multiples and anticipated returns relative to investments in our own equity."


     Mr. Davis concluded, "As shareholders, we are disappointed with these
expected results and the near-term outlook resulting from this unfortunate
slowdown in business volume.  However, we wish to reiterate our confidence in
the long-term prospects for the Company."

     The Company expects to report full financial results for the third quarter
on January 26, 2000.

     Consolidated Graphics operates printing companies in 25 states nationwide
with annualized revenues in excess of $640 million. For more information, visit
the Company's Web site at www.consolidatedgraphics.com.

     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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