CONSOLIDATED GRAPHICS INC /TX/
8-K, 1999-02-23
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): FEBRUARY 19, 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

===============================================================================

<PAGE>
ITEM 5. OTHER EVENTS 

     On February 19, 1999, Consolidated Graphics, Inc. (the "Company") announced
the signing of a letter of intent to acquire a commercial printing company
located in a major Midwestern market and the termination of its negotiations to
acquire Royle Communications. 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 February 19, 1999,
          related to the announcement of the signing of a letter of intent to
          acquire a commercial printing company located in a major Midwestern
          market and the termination of its negotiations to acquire Royle
          Communications.


                                       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-
                                               Mergers & Acquisitions
                                               Chief Financial and Accounting 
                                               Officer

Date: February 23, 1999

                                       2



                                                                      EXHIBIT 99

                                       FOR: Consolidated Graphics, Inc.

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

                                   CONTACT: Betsy Brod/Jonathan Schaffer
                                            Media: Merridith Ingram/Eileen King
                                            Morgen-Walke Associates, Inc.
                                            (212) 850-5600

FOR IMMEDIATE RELEASE

              CONSOLIDATED GRAPHICS ANNOUNCES LETTER OF INTENT AND
                     UPDATES STATUS OF PENDING ACQUISITIONS

     Houston, Texas - February 19, 1999 - Consolidated Graphics today announced
the signing of a letter of intent to acquire a leading, high-quality commercial
printing company located in a major Midwestern market. Pursuant to an agreement
between the parties, the name of the company is being withheld at this time.

     Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, said, "This acquisition will add another successful, highly reputable
sheet-fed printing company to our group. It also continues our disciplined
strategy of acquiring strong, well-managed commercial printing companies in
markets throughout the U.S. In the past 11 months alone, we have completed 15
acquisitions representing over $200 million in annual revenue. Furthermore, we
are in negotiations with more companies today than at any other time in our
history."

     The Company also discussed the status of its other pending acquisitions. On
July 31, 1998, the Company announced the signing of letters of intent to acquire
four commercial printing companies, three of which have been completed: Printing
Corporation of America, McKay Press and GraphTec, Inc. The fourth letter of
intent for Royle Communications, however, has expired and all related
negotiations have been terminated.

     An additional six companies remain under binding agreement or letters of
intent: Automated Graphics, The Graphics Group, Maxwell Printing, Mercury
Printing, Wentworth Printing and CMI.

     Mr. Davis commented, "We are finalizing our due diligence on those
companies under letter of intent and look forward to their joining
Consolidated Graphics."

     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 53 companies with annualized
revenues in excess of $590 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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