-----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, VDKmYsQMbQoZlo5rSduYw3YPsFGdSkDVlkgIS34Ip16cPLsazFPlTke2nO73T/8i /xhGqIoq9hXCPeNKsZkAKA== 0000890566-99-001617.txt : 19991223 0000890566-99-001617.hdr.sgml : 19991223 ACCESSION NUMBER: 0000890566-99-001617 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991222 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: 99779370 BUSINESS ADDRESS: STREET 1: 5858 WESTHEIMER STE 200 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137870977 MAIL ADDRESS: STREET 1: 5858 WESTHEIMER STE 200 CITY: HOUSTON STATE: TX ZIP: 77057 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): DECEMBER 21, 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 December 21, 1999, Consolidated Graphics, Inc. (the "Company") announced that it expects to report lower-than-anticipated results for the third quarter. A copy of the press release is attached hereto as Exhibit 99.1. 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 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 exhibit is filed herewith: 99.1 Press release of the Company dated December 21, 1999, with respect to the announcement that the Company expects to report lower-than-anticipated results for the third quarter. 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 22, 1999 2 EX-99.1 2 EXHIBIT 99.1 FOR: Consolidated Graphics, Inc. CONTACT: Ronald E. Hale, Jr. Consolidated Graphics, Inc. Vice President & Treasurer (713) 787-0977 Jonathan Schaffer/Keith Curtis Media:Jennifer Kirksey Morgen-Walke Associates, Inc. (212) 850-5600 FOR IMMEDIATE RELEASE CONSOLIDATED GRAPHICS COMMENTS ON ANTICIPATED THIRD QUARTER RESULTS Provides Fourth Quarter Outlook Terminates Letters of Intent for Two Acquisitions HOUSTON, TEXAS - December 21, 1999 - Consolidated Graphics, Inc. (NYSE: CGX) today announced that it expects to report lower-than-anticipated results for the third quarter ending December 31, 1999. Sales for the third quarter are expected to be at least $155.0 million, an increase from $118.3 million last year. Net income for the period is expected to be at least $9.0 million, or $.56 per diluted share, compared to $8.7 million, or $.60 per diluted share, last year. Joe R. Davis, Chairman and Chief Executive Officer, commented, "The third quarter started off well with solid results in October. Subsequently however, we have experienced a decline in sales volume which has considerably impacted our profitability relative to initial expectations. We believe this lower-than- expected sales volume is attributable to general industry conditions. According to the National Association for Printing Leadership, recent industry data indicates that for the first time in 15 years, current printing industry growth is lagging overall national economic growth. "Unfortunately, we expect these conditions may continue in the near term. As a result, we are assessing our cost structure as we continue to pursue print growth through expanded product and service offerings including our digital and electronic media initiatives. We remain confident that our financial strength, which includes very strong cash flow, along with our superior network of printing companies and a disciplined growth strategy will yield the highest long-term results for the Company and its shareholders." Mr. Davis continued, "Should this market weakness persist, we anticipate that our performance for the fourth quarter will be similar to expected third quarter results, before giving effect to the incremental revenue attributable to third quarter acquisitions." - MORE - Consolidated Graphics Comments on Anticipated Third Quarter Results Page -2- The Company also announced today that it has terminated two previously announced letters of intent with Pace Lithographers of Los Angeles and Everett Graphics of Oakland, California. Mr. Davis further commented, "In light of the recent performance of our stock price, we have reconsidered the use of our capital and have determined that repurchasing our common shares in accordance with our recently announced repurchase program is most likely the prudent course of action. We will continue to pursue acquisition opportunities but with an increased emphasis on purchase multiples and anticipated returns relative to investments in our own equity." Mr. Davis concluded, "As shareholders, we are disappointed with these expected results and the near-term outlook resulting from this unfortunate slowdown in business volume. However, we wish to reiterate our confidence in the long-term prospects for the Company." The Company expects to report full financial results for the third quarter on January 26, 2000. Consolidated Graphics operates printing companies in 25 states nationwide with annualized revenues in excess of $640 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----