CONSOLIDATED GRAPHICS INC /TX/
8-K, 1999-04-28
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): APRIL 27, 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 April 27, 1999, Consolidated Graphics, Inc. (the "Company") announced
the signing of letters of intent to acquire The Printery of Milwaukee,
Wisconsin, and Westland Printers of Baltimore, Maryland. A copy of the press
release is attached hereto as Exhibit 99.1.

     On April 28, 1999, the Company announced its fiscal 1999 fourth quarter
results. A copy of the press release is attached hereto as Exhibit 99.2

     On April 28, 1999, the Company announced the signing of a letter of intent
to acquire H&N Printing & Graphics of Baltimore, Maryland. 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 would prevent the Company
from achieving comparable financial results in the future or completing its
pending or future acquisitions.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBIT

     (A)  EXHIBITS

     The following exhibits are filed herewith:

          99.1  Press release of the Company dated April 27,1999, related to the
                signing of letters of intent to acquire The Printery of
                Milwaukee, Wisconsin, and Westland Printers of Baltimore,
                Maryland.

          99.2  Press release of the Company dated April 28, 1999, with respect
                to the announcement of the Company's fiscal 1999 fourth quarter
                results.

          99.3  Press release of the Company dated April 28, 1999, related to
                the signing of a letter of intent to acquire H&N Printing &
                Graphics of Baltimore, Maryland.

<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:  April 28, 1999

                                       2


                                                                    EXHIBIT 99.1
    
                                       CONTACT: Ronald E. Hale, Jr.
                                                Consolidated Graphics, Inc.
                                                Vice President & Treasurer
                                                (713) 787-0977
 
                                                Betsy Brod/Jonathan Schaffer
                                                Media:Merredith Ingram
                                                Morgen-Walke Associates, Inc.
                                               (212) 850-5600

FOR IMMEDIATE RELEASE


                 CONSOLIDATED GRAPHICS TO ACQUIRE TWO COMMERCIAL
                               PRINTING COMPANIES

     Houston, Texas - April 27, 1999 - Consolidated Graphics, Inc. (NYSE:CGX)
announced today the signing of letters of intent to acquire two commercial
printing companies: The Printery in Milwaukee, Wisconsin, and Westland Printers
of Baltimore, Maryland. Terms of the transactions were not disclosed.

     The Printery has distinguished itself by providing its clients high-quality
printing and outstanding customer service. Serving local and national clients,
The Printery offers a diverse line of value-added products and services
beginning with complete electronic prepress, up to eight-color press capability,
and customized finishing that includes foil stamping, die-cutting and embossing.
The company was founded in 1910 and is one of the leading printers in Milwaukee.
Dick McMicken, who has been with The Printery for over 28 years, will continue
in his current capacity as President.

     Westland Printers was founded in 1929 and is a full-service commercial
printer providing a wide range of services to over 700 customers in the greater
Washington and Baltimore area. The company has established a strong reputation
with its customers by combining skill, ingenuity and craftsmanship with the best
equipment available. Barbara Westland is an industry leader and currently serves
as Chairwoman of the Council of Governors for the American Advertising
Association. She will continue to lead the company's experienced and
professional staff upon completion of the transaction.

     Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "The addition of these two outstanding companies reinforces
our leadership position within the industry and strengthens our presence in
Milwaukee, Washington and Baltimore. Dick McMicken and Barbara Westland bring a
wealth of talent and experience to Consolidated Graphics. We are very pleased to
have them join our team."

                                 -MORE-

<PAGE>
CONSOLIDATED GRAPHICS TO ACQUIRE TWO COMMERCIAL PRINTING COMPANIES

Page -2-

     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 54 companies with annualized
revenues in excess of $600 million. For more information, visit the Company's
website 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


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

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


FOR IMMEDIATE RELEASE

                      CONSOLIDATED GRAPHICS REPORTS RECORD
                       FOURTH QUARTER AND YEAR-END RESULTS

         ~Net Income Rises 78% in Twelfth Consecutive Quarter of Record
                             Financial Performance~

     HOUSTON, TEXAS - April 28, 1999 - Consolidated Graphics, Inc. (NYSE:CGX)
today announced record results for the fourth quarter and year ended March 31,
1999.

FOURTH QUARTER
- --------------
           95% increase in sales to $129.3 million.

           83% increase in operating income to $17.9 million.

           78% increase in net income to $9.6 million.

           59% increase in earnings per diluted share to $.65.

YEAR
- ----
           88% increase in sales to $436.0 million.

           82% increase in operating income to $60.7 million.

           76% increase in net income to $32.3 million.

           63% increase in earnings per diluted share to $2.28.


     Joe R. Davis, Chairman and Chief Executive Officer, commented, "In the last
12 months, we announced the acquisition of 21 printing companies representing
over $280 million in revenue. With these transactions, we have added exceptional
companies in: Baltimore; Bloomington and Ft. Wayne, IN; Boston; Chicago;
Cleveland; Columbia, SC; Memphis; Milwaukee; Philadelphia; San Francisco;
Washington D.C.; and Wichita, KS; while adding to our market share in San Diego,
Phoenix and Dallas. Consistent with our operating history, we have substantially
improved the profitability of these companies by investing in advanced
technology and introducing superior management techniques. The advantages that
we bring to our acquired companies are supported by synergies resulting from
purchasing economies and certain centralized administrative functions."

                                    - MORE -

<PAGE>
CONSOLIDATED GRAPHICS REPORTS FOURTH QUARTER AND YEAR-END RESULTS

Page -2-

     Mr. Davis continued, "Our investments in advanced technology cover all
areas of the business: from prepress, where we are installing the latest
computer-to-plate technology; to the pressroom, where we have added 24 new
state-of-the-art presses; to the bindery, where new cutting and folding systems
dramatically improve efficiency. Our ability to invest in printing technology is
an important strength and should substantially increase our production quality
and capacity while reducing costs.

     "We have also expanded our management team to accommodate our growth. At
our recent Presidents' Meeting, we announced that Trent Cunningham and John
Gowland have been promoted to Executive Vice President-Operations and given
additional responsibilities. In addition, we continue to expand our highly
successful Management Development Program to our companies. Today, we have 135
people participating in the program."

     Mr. Davis concluded, "In the coming year, we plan to continue growing our
companies while pursuing our acquisition strategy. Just this week, we announced
the acquisition of three new companies, and we are in various stages of
negotiations with a very strong group of acquisition candidates. Printing
company owners are evaluating potential acquirers based upon their track record
of performance, cash flow and financial strength. Each of these criteria
represents an important advantage for Consolidated Graphics, and we will
capitalize on these advantages as we continue our strong performance in the
future."

     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 55 companies nationwide with
annualized revenues in excess of $605 million. For more information, visit the
Company's website 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.


                                                                 (Table Follows)

<PAGE>
                             CONSOLIDATED GRAPHICS, INC.
                            Consolidated Income Statement
                      (In thousands, except per share amounts)


                                        Three Months Ended        Year Ended
                                            March 31,              March 31,
                                         1999        1998      1999        1998

Sales ..............................   $129,313   $ 66,267   $435,961   $231,282
Cost of Sales ......................     88,924     45,050    298,935    157,906
  GROSS PROFIT .....................     40,389     21,217    137,026     73,376
Selling Expense ....................     12,628      6,393     42,767     22,365
General and Administrative Expense .      9,908      5,060     33,605     17,628
  OPERATING INCOME .................     17,853      9,764     60,654     33,383
Interest Expense, net ..............      2,130      1,076      7,745      3,720
  Pretax Income ....................     15,723      8,688     52,909     29,663
Income Taxes .......................      6,133      3,301     20,634     11,273
  NET INCOME .......................   $  9,590   $  5,387   $ 32,275   $ 18,390

Earnings Per Share - Basic .........   $    .66   $    .42   $   2.35   $   1.46

Earnings Per Share - Diluted .......   $    .65   $    .41   $   2.28   $   1.40

Weighted Average Shares Outstanding

    Basic ..........................     14,445     12,732     13,762     12,598

    Diluted ........................     14,866     13,257     14,126     13,112


                                    #   #   #


                                                                    EXHIBIT 99.3


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

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


FOR IMMEDIATE RELEASE

            CONSOLIDATED GRAPHICS TO ACQUIRE H&N PRINTING & GRAPHICS
                             OF BALTIMORE, MARYLAND

     Houston, Texas - April 28, 1999 - Consolidated Graphics, Inc. (NYSE:CGX)
announced today the signing of a letter of intent to acquire H&N Printing &
Graphics, a commercial printing company located in Baltimore, Maryland.  Terms
of the transactions were not disclosed.

     H&N Printing & Graphics was founded by the husband-and-wife team of Ken and
Pat Deckert in 1969. The company has grown into a full-service commercial
printing company providing complete electronic prepress, high-quality four- and
six-color sheet-fed printing and a full-service bindery. Pat Deckert formerly
served as President of the Printing Industries of Maryland, the state's largest
trade association. Both Ken and Pat will remain with the company upon completion
of the transaction.

     Joe R. Davis, Chairman and Chief Executive Officer of Consolidated
Graphics, commented, "Ken and Pat Deckert, along with their dedicated staff,
have worked hard and earned an excellent reputation with their customers. They
have accomplished this by adhering to the same principles that have made other
Consolidated Graphics' companies so successful - providing high quality products
and superior customer service. We look forward to helping in their continued
growth and success."

     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 55 companies with annualized
revenues in excess of $605 million. For more information, visit the Company's
website 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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