-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TB9wBb23iuzeJAlXTGh4yjaW4u0Hpvv0sQvxadYQvmQz3NrvcfoFXh+hb00YP+B1 IhyA0Dt/M4VmjkLI1qqf2g== 0000890566-99-000564.txt : 19990430 0000890566-99-000564.hdr.sgml : 19990430 ACCESSION NUMBER: 0000890566-99-000564 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990427 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED GRAPHICS INC /TX/ CENTRAL INDEX KEY: 0000921500 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 760190827 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12631 FILM NUMBER: 99603568 BUSINESS ADDRESS: STREET 1: 5858 WESTHEIMER STE 200 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137870977 MAIL ADDRESS: STREET 1: 2210 WEST DALLAS STREET CITY: HOUSTON STATE: TX ZIP: 77019 8-K 1 ================================================================================ 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 ================================================================================ 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. 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 EX-99.1 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- 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. # # # EX-99.2 3 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 - 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) 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 # # # EX-99.3 4 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----