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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): DECEMBER 7, 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 December 7, 1999, Consolidated Graphics, Inc. (the "Company") announced
the completion of the acquisition of Woodridge Press Inc. of Anaheim,
California. A copy of the press release is attached hereto as Exhibit 99.1.
On December 16, 1999, the Company announced the completion of the
acquisition of Byrum Lithographing Co. of Columbus, Ohio. A copy of the press
release is attached hereto as Exhibit 99.2.
On December 16, 1999, the Company announced that its Board of Directors
adopted a Shareholder Rights Plan. A copy of the press release is attached
hereto as Exhibit 99.3.
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.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) EXHIBITS
The following exhibits are filed herewith:
99.1 Press release of the Company dated December 7, 1999, related to the
completion of the acquisition of Woodridge Press Inc. of Anaheim,
California.
99.2 Press release of the Company dated December 16, 1999, related to the
completion of the acquisition of Byrum Lithographing Co. of
Columbus, Ohio.
99.3 Press release of the Company dated December 16, 1999, related to the
announcement that its Board of Directors adopted a Shareholder
Rights Plan.
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 16, 1999
2
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: Jennifer Kirksey
Morgen-Walke Associates, Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
CONSOLIDATED GRAPHICS COMPLETES ACQUISITION OF WOODRIDGE PRESS
Houston, Texas - December 7, 1999 - Consolidated Graphics, Inc. (NYSE:
CGX) announced today that it has completed its acquisition of Woodridge Press
Inc. of Anaheim, California. Woodridge provides traditional sheet-fed commercial
printing services to a concentration of high-tech companies in southern
California. The company's founders, Roger May, Don Chamberland, and Tim Prusia,
will continue to lead Woodridge. Other terms were not disclosed.
Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "Since 1973, Woodridge has serviced the printing needs of
its customers. The industry experience of Roger, Don, and Tim and a commitment
to excellence from the entire staff at Woodridge has led to over 25 years of
success. We are pleased to have them join Consolidated Graphics."
Consolidated Graphics, Inc. is one of the fastest growing printing
companies 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.
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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: Jennifer Kirksey
Morgen-Walke Associates, Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
CONSOLIDATED GRAPHICS COMPLETES ACQUISITION
OF BYRUM LITHOGRAPHING
Houston, Texas - December 16, 1999 - Consolidated Graphics, Inc. (NYSE:
CGX) announced today that it has completed its acquisition of Byrum
Lithographing Co. of Columbus, Ohio. Byrum, a full-service, commercial printer,
will continue to be led by Bob Schumacher, President. Other terms of the
transaction were not disclosed.
Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "For over 50 years, Byrum has effectively serviced its
customers in the Columbus market. Superior customer service combined with a
complete product line that includes electronic prepress, up to six-color
printing and a full service bindery and fulfillment operation, has allowed Bob
and his staff to consistently exceed customer expectations."
Consolidated Graphics, Inc. is one of the fastest growing printing
companies 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.
# # #
EXHIBIT 99.3
FOR: Consolidated Graphics, Inc.
APPROVED BY: Ronald E. Hale, Jr.
Vice President & Treasurer
(713) 787-0977
CONTACT: Betsy Brod/Jonathan Schaffer
Media: Jennifer Kirksey
Morgen-Walke Associates, Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
CONSOLIDATED GRAPHICS ADOPTS SHAREHOLDER RIGHTS PLAN
HOUSTON, TX - December 16, 1999 - Consolidated Graphics, Inc. (NYSE: CGX)
today announced that its Board of Directors has adopted a Shareholder Rights
Plan designed to assure that all shareholders receive fair treatment in the
event of any takeover attempt. The key provision of the Shareholder Rights Plan
is a mechanism that will distribute for each outstanding share of the Company's
common stock one Right that becomes exercisable upon certain triggering events.
Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "While we are not aware of any attempt to acquire control
of the Company, the Plan is designed to provide the Company's Board with
negotiating leverage in dealing with a potential acquiror, to protect the
Company from unfair takeover tactics, and to prevent an acquiror from gaining
control of the Company without offering a fair price to all shareholders."
The Plan is not intended to prevent a takeover on terms beneficial to the
Company's shareholders, but rather to assure that all of the Company's
shareholders are treated fairly should a takeover become imminent.
The Plan provides for a dividend of one Right for each outstanding share
of the Company's common stock. Each Right will entitle the holder to buy 1/100th
of a share of the Company's Series A Junior Participating Preferred Stock, for
an exercise price of $160.00. The Rights will be distributed to shareholders of
record on December 28, 1999.
The Rights will trade with the Company's common stock until exercisable.
The Rights will not be exercisable until ten business days following a public
announcement that a person or group has acquired 15 percent of the Company's
common stock or until ten business days after a person or group begins a tender
offer that would result in ownership of 15 percent of the Company's common
stock, subject to certain extensions by the Board.
-MORE-
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CONSOLIDATED GRAPHICS ADOPTS SHAREHOLDER RIGHTS PLAN Page -2-
If an acquiror becomes a 15 percent holder of the Company's common stock,
the Rights "flip in" and become Rights to buy the Company's common stock at a 50
percent discount to the Current Market Price, as defined, and Rights owned by
that acquiror become void. If, after an acquiror becomes a 15 percent holder of
the Company's common stock, the Company is merged and its common stock is
exchanged or converted, or if 50 percent or more of the Company's assets or
earning power is sold or transferred, the Rights "flip over" and entitle the
holders to buy shares of the acquiror's common stock at a 50 percent discount. A
tender or exchange offer for all outstanding shares of the Company's common
stock at a price and on terms determined to be fair and otherwise in the best
interests of the Company and its shareholders by a majority of the Company's
continuing directors will not trigger either the flip-in or flip-over
provisions.
The Rights may be redeemed at any time by the Company for $.01 per Right
until ten business days following the first public announcement that an acquiror
has acquired the level of ownership that "triggers" the Rights Plan. The Rights
extend for ten years and will expire on December 15, 2009.
Consolidated Graphics, Inc. is one of the fastest growing printing
companies 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.
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