CONSOLIDATED GRAPHICS INC /TX/
8-K, 1999-07-28
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): JULY 28, 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 July 28, 1999, Consolidated Graphics, Inc. (the "Company")
announced its fiscal 2000 first quarter results.  A copy of the press release
is attached hereto as Exhibit 99.1.

     On July 28, 1999, the Company announced that John Green has been appointed
Executive Vice President - Digital Media Services. A copy of the press release
is attached hereto as Exhibit 99.2.

     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 July 28, 1999, with respect
                to the announcement of the Company's fiscal 2000 first quarter
                results.

          99.2  Press release of the Company dated July 28, 1999, with respect
                to the announcement of the appointment of John Green as
                Executive Vice President - Digital Media Services.


                                    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:  July 28, 1999


                                       2


                                                                    EXHIBIT 99.1

                                       FOR:  Consolidated Graphics, Inc.

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

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


FOR IMMEDIATE RELEASE

           CONSOLIDATED GRAPHICS REPORTS RECORD FIRST QUARTER RESULTS
      --Strong Operating Performance and New Acquisitions Generate 64% Net
                               Income Increase--

     HOUSTON, TEXAS - July 28, 1999 - Consolidated Graphics, Inc. (NYSE:CGX)
today announced record results for the quarter ended June 30, 1999.

o     71% increase in sales to $145.8 million.

o     68% increase in operating income to $20.5 million.

o     64% increase in net income to $10.7 million.

o     46% increase in earnings per diluted share to $.70.

     Joe R. Davis, Chairman and Chief Executive Officer, commented, "Our strong
operating performance and focused acquisition program produced the 13th
consecutive quarter of record results. Profitability was enhanced through
investments in technology and management and a leveraging of our purchasing
strength.

     "During the quarter, we completed five printing company acquisitions and
announced letters of intent to acquire four others. Together, these nine
acquisitions represent over $90 million in annual sales and expand Consolidated
Graphics' presence in Baltimore; Columbia, South Carolina; Dallas; Los Angeles
and Milwaukee. By joining Consolidated Graphics, these profitable, well-managed
commercial printers now have the technological, managerial and financial
resources to improve upon their already strong operating performance. The
strength of our capital structure and our position as the industry leader have
enabled us to pursue these attractive opportunities and capitalize upon a
favorable acquisition environment."

                                 -MORE-

<PAGE>
Consolidated Graphics Reports First Quarter Results                   Page -2-

     Mr. Davis concluded, "As we grow, our emphasis remains on providing
customers with the highest-quality service. Our announcement today naming John
Green as Executive Vice President - Digital Media Services reinforces our
service philosophy and demonstrates a commitment to helping customers find new
and innovative ways to use their digital media."

     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 companies in 25 states with
annualized revenues in excess of $650 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)


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


                                                       Three Months Ended
                                                             June 30,
                                                        1999         1998

Sales                                                 $145,829     $ 85,100
Cost of Sales                                          100,152       58,014
  GROSS PROFIT                                          45,677       27,086

Selling Expense                                         14,091        8,291
General and Administrative Expense                      11,100        6,619
  OPERATING INCOME                                      20,486       12,176

Interest Expense, net                                    2,665        1,471
  Pretax Income                                         17,821       10,705

Income Taxes                                             7,128        4,175
  NET INCOME                                          $ 10,693     $  6,530

Earnings Per Share - BASIC                            $    .71     $    .50

Earnings Per Share - DILUTED                          $    .70     $    .48


Weighted Average Shares Outstanding - BASIC             15,083       13,052

Weighted Average Shares Outstanding - DILUTED           15,378       13,494



                                      #   #   #



                                                                    EXHIBIT 99.2

                                       FOR:  Consolidated Graphics, Inc.

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

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


FOR IMMEDIATE RELEASE


                     CONSOLIDATED GRAPHICS NAMES JOHN GREEN
                EXECUTIVE VICE PRESIDENT - DIGITAL MEDIA SERVICES

     HOUSTON, TEXAS - July 28, 1999 - Consolidated Graphics, Inc. (NYSE:CGX)
announced today that John Green, has been appointed Executive Vice President
Digital Media Services. Mr. Green will lead Consolidated Graphics' effort in the
Internet, e-commerce and digital asset management areas. He will also continue
in his current role as President of Automated Graphic Systems of White Plains,
Maryland, a Consolidated Graphics operating company.

     Mr. Green, 47, joined Automated Graphic Systems in 1982 and led the
company's growth and expansion of services. Mr. Green also served as Chairman of
the Board of Printing Industries of Maryland from 1994 to 1995 and is currently
serving as Vice Chairman for Finance and Administration for Printing Industries
of America.

     Commenting on the announcement, Joe R. Davis, Chairman and Chief Executive
Officer, said, "John has been highly successful at Automated Graphics in growing
the company and providing innovative solutions for customers. The strategies
initiated by his technology team at Automated Graphics, and similar efforts at
several of our other operations, have expanded their respective service
capabilities. We are very interested in making these innovations available to
our other Consolidated Graphics' companies."

     Mr. Green commented, "Our goal has always been to help our customers become
more effective in their marketing efforts by expanding their use of digital
media. By doing so, we have become a single resource for a greater variety of
services and have increased our printing volume. We have seen a direct
relationship in the increased volume of digital services and the increase of
printed material requested by our customers. We believe these digital services
will be useful for other Consolidated Graphics companies as well."

     Mr. Davis concluded, "When we acquire a company like Automated Graphics, we
not only buy a successful business, but we also obtain invaluable technological
expertise and management know-how. As Consolidated Graphics has continued its
aggressive acquisition program, companies have joined the organization that have
distinguished themselves from their competition by expanding their capabilities
to include on-line ordering, digital data asset management, data repurposing,
CD-ROM production and Internet and Web page design and development. These
services are complementary to traditional printing because they represent
different uses for the same digital media of our customers. As part of our `Best
Practices' approach, the competitive advantage these technologies offer will
benefit all 59 of our companies."

     Consolidated Graphics 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 companies in 25 states with annualized revenues
in excess of $650 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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