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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): NOVEMBER 10, 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
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ITEM 5. OTHER EVENTS
On November 10, 1999, Consolidated Graphics, Inc. (the "Company")
announced the completion of the acquisition of Piccari Press, Inc. of
Philadelphia, Pennsylvania. A copy of the press release is attached hereto as
Exhibit 99.1.
On November 11, 1999, the Company announced the signing of a letter of
intent to acquire Woodridge Press Inc. of Anaheim, California. A copy of the
press release is attached hereto as Exhibit 99.2.
On November 12, 1999, the Company announced that its Board of Directors
approved a share repurchase program authorizing the Company to buy up to 2.1
million shares of common stock. A copy of the press release is attached hereto
as Exhibit 99.3.
On November 16, 1999, the Company announced the completion of the
acquisition of Keys Printing Company of Greenville, South Carolina, and the
termination of its negotiations to acquire Anderson Printing of Hollywood,
California. A copy of the press release is attached hereto as Exhibit 99.4.
The attached press releases 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.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) EXHIBITS
The following exhibits are filed herewith:
99.1 Press release of the Company dated November 10, 1999,
related to the completion of the acquisition of
Piccari Press, Inc. of Philadelphia, Pennsylvania.
99.2 Press release of the Company dated November 11, 1999,
related to the signing of a letter of intent to acquire
Woodridge Press Inc. of Anaheim, California.
99.3 Press release of the Company dated November 12, 1999,
related to the approval by its Board of Directors of
a share repurchase program authorizing the Company to
buy up to 2.1 million shares of common stock.
99.4 Press release of the Company dated November 16, 1999,
related to the completion of the acquisition of Keys
Printing Company of Greenville, South Carolina, and the
termination of its negotiations to acquire Anderson Printing
of Hollywood, California.
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: November 16, 1999
EXHIBIT 99.1
FOR: Consolidated Graphics, Inc.
APPROVED BY: Ronald E. Hale, Jr.
Vice President & Treasurer
(713) 787-0977
CONTACT: Betsy Brod/Jonathan Schaffer
Media: Merridith Ingram/Jennifer Kirksey
Morgen-Walke Associates, Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
CONSOLIDATED GRAPHICS COMPLETES ACQUISITION OF PICCARI PRESS
Houston, Texas - November 10, 1999 - Consolidated Graphics, Inc.
(NYSE:CGX) announced today that it has completed its acquisition of Piccari
Press, Inc. of Philadelphia, Pennsylvania. Piccari offers a full line of
printing services including electronic prepress, up to six-color printing and a
complete postpress with mailing and fulfillment capabilities. Upon completion of
the transaction, Piccari will continue to be led by Joe Trefaller, President,
Carl Piccari, Sr. and Carl Piccari, Jr. Other terms were not disclosed.
Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "Piccari represents another profitable, well-run company
that has decided to join Consolidated Graphics. Piccari continues to distinguish
itself in the large Philadelphia market through its consistent and dedicated
customer service. We are pleased to welcome this outstanding company and its
dedicated staff to our organization."
Consolidated Graphics, Inc. is the fastest growing printing company in the
United States. 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 companies
operating in 25 states with annualized revenues in excess of $700 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.
# # #
EXHIBIT 99.2
FOR: Consolidated Graphics, Inc.
APPROVED BY: Ronald E. Hale, Jr.
Vice President & Treasurer
(713) 787-0977
CONTACT: Betsy Brod/Jonathan Schaffer
Media: Eileen King
Morgen-Walke Associates,Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
CONSOLIDATED GRAPHICS TO ACQUIRE
WOODRIDGE PRESS OF ANAHEIM, CALIFORNIA
Houston, Texas - November 11, 1999 - Consolidated Graphics, Inc. (NYSE:
CGX) announced today that it has signed a letter of intent to acquire Woodridge
Press Inc. of Anaheim, California. Since 1973, Woodridge has provided
traditional sheet-fed commercial printing services to a concentration of high-
tech companies. Upon completion of the transaction, Woodridge will continue to
be led by its founders, Roger May, Don Chamberland, and Tim Prusia. Other terms
were not disclosed.
Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "The acquisition of Woodridge enables Consolidated Graphics
to broaden its presence in the important southern California print market. With
over 30 years of industry experience, Roger, Don, and Tim have developed a
profitable printing operation with a loyal customer base. We welcome this
outstanding company and its dedicated staff to our organization."
Roger May commented, "We have developed a reputation for providing
customers with high-end products and quality service. By joining Consolidated
Graphics, we will be in a position to enhance customer satisfaction by gaining
access to a superior capital structure, advanced printing technology, and
managerial expertise."
Consolidated Graphics, Inc. is the fastest growing printing company in the
United States. 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 companies
operating in 25 states with annualized revenues in excess of $705 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.
# # #
EXHIBIT 99.3
FOR: Consolidated Graphics, Inc.
CONTACT: Ronald E. Hale, Jr.
Consolidated Graphics, Inc.
Vice President & Treasurer
(713) 787-0977
Betsy Brod/Jonathan Schaffer
Media: Merridith Ingram/Jennifer Kirksey
Morgen-Walke Associates, Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
CONSOLIDATED GRAPHICS ANNOUNCES SHARE REPURCHASE PROGRAM
HOUSTON, TEXAS - November 12, 1999 - Consolidated Graphics, Inc.
(NYSE:CGX) announced today that its Board of Directors has approved a share
repurchase program authorizing the Company to buy up to 2.1 million shares of
its common stock. Under the plan, the Company may purchase common stock from
time to time in open-market purchases or in privately negotiated block purchase
transactions. The amount and timing of any purchases will depend upon a number
of factors, including the price and availability of the Company's shares,
general market conditions and certain provisions included in the Company's
existing bank credit agreements.
Joe R. Davis, Chairman and Chief Executive Officer, commented, "In light
of our recent stock performance, the Company believes that a sizable repurchase
program is an appropriate use of the Company's capital. Not withstanding this
purchase program, the Company plans to continue with its strategy of investing
in our operating companies and pursuing the many acquisition opportunities
available to us today."
Consolidated Graphics, Inc. is one of the fastest growing printing company
in the United States. 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
companies operating in 25 states with annualized revenues in excess of $705
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.
# # #
EXHIBIT 99.4
FOR: Consolidated Graphics, Inc.
APPROVED BY: Ronald E. Hale, Jr.
Vice President & Treasurer
(713) 787-0977
CONTACT: Betsy Brod/Jonathan Schaffer
Media: Merridith Ingram/Jennifer Kirksey
Morgen-Walke Associates, Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
CONSOLIDATED GRAPHICS COMPLETES ACQUISITION OF KEYS PRINTING
AND UPDATES STATUS OF PREVIOUSLY ANNOUNCED ACQUISITION
Houston, Texas - November 16, 1999 - Consolidated Graphics, Inc. (NYSE:
CGX) announced today that it has completed its acquisition of Keys Printing
Company of Greenville, South Carolina. Keys provides a complete range of
printing services including electronic pre-press, up to six color printing, and
post-press capabilities. Ben Keys, President, will continue to lead the company.
Other terms were not disclosed.
Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "Since 1869, Keys has successfully serviced the
Greenville/Spartanburg region, South Carolina's largest print market. During
this time, the Company has established itself as an industry leader and has
consistently provided quality print products and timely service. We welcome this
outstanding company to our organization."
Separately, the Company announced that it has terminated negotiations of a
previously announced letter of intent to acquire Anderson Printing of Hollywood,
California.
Consolidated Graphics, Inc. is one of the fastest growing printing company
in the United States. 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
companies operating in 25 states with annualized revenues in excess of $685
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.
# # #
