UNITED STATES
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): AUGUST 4, 2008

CONSOLIDATED GRAPHICS, INC.
(Exact name of registrant as specified in its charter)
         
TEXAS   001-12631   76-0190827
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
5858 WESTHEIMER, SUITE 200
HOUSTON, TEXAS
   77057
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 787-0977
 
 
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

1

 

ITEM 1.01 – ENTRY IN TO A MATERIAL DEFINITIVE AGREEMENT

On August 4, 2008, we entered into a fourth amendment (“Fourth Amendment”) to our revolving credit agreement (as amended, the “Credit Agreement”), which amended our primary bank credit facility with JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as co-lead arranger and syndications agent and the lenders party thereto. The Credit Agreement has a maturity date of October 6, 2011.

The Fourth Amendment (i) revised the definition of “Purchase Money Debt Basket” to increase the aggregate amount of such basket (as well as the manner in which it is calculated) to the greater of (x) $150,000,000 or (y) 100% of the Pro Forma Consolidated EBITDA (as defined in the Credit Agreement) of the company and its consolidated subsidiaries for the twelve month period ending on the last day of the most recently ended fiscal quarter and (ii) increased the level of permitted Consolidated Capital Expenditures (as defined in the Credit Agreement) of the Company provided that at the end of each fiscal quarter of the Company, commencing on June 30, 2008, such Consolidated Capital Expenditures for the immediately preceding twelve month period do not exceed 200% of the last twelve month depreciation and amortization of the Company and its consolidated subsidiaries determined on a rolling four fiscal quarter basis.

The foregoing is a summary only, is not necessarily complete, and is qualified by the full text of the Fourth Amendment filed herewith as Exhibit 10.1.

ITEM 2.03 — CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information under Item 1.01 is incorporated herein by reference.

ITEM — 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

The following exhibit is filed herewith:

  10.1   Fourth Amendment to the Credit Agreement dated as of August 4, 2008, between Consolidated Graphics, Inc. and JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as co-lead arranger and syndications agent and the lenders party thereto.

 

2

 

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/ Jon C. Biro
      Jon C. Biro
Executive Vice President and Chief Financial
and Accounting Officer
 
Date: August 8, 2008      

 

3

 

Exhibit Index

     
Exhibit Number   Description
10.1
  Fourth Amendment to the Credit Agreement dated as of August 4, 2008, between Consolidated Graphics, Inc. and JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as co-lead arranger and syndications agent and the lenders party thereto.

 

5

Exhibit 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of August 4, 2008 by and among CONSOLIDATED GRAPHICS, INC., a Texas corporation (the “Borrower”); each of the Lenders which is or may from time to time become a party to the Credit Agreement (as defined below) (individually, a “Lender” and, collectively, the “Lenders”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, acting as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
RECITALS
A. The Borrower, the Lenders and the Administrative Agent executed and delivered that certain Credit Agreement dated as of October 6, 2006, as amended by instruments dated as of January 2, 2007, November 9, 2007 and March 13, 2008. Said Credit Agreement, as amended, supplemented and restated, is herein called the “Credit Agreement”. Any capitalized term used in this Amendment and not otherwise defined shall have the meaning ascribed to it in the Credit Agreement.
B. The Borrower, the Lenders and the Administrative Agent desire to amend the Credit Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Administrative Agent do hereby agree as follows:
SECTION 1. Amendments to Credit Agreement.
(a) The definition of “Purchase Money Debt Basket” set forth in Section 1.1 of the Credit Agreement is hereby amended to read in its entirety as follows:
“Purchase Money Debt Basket” means the amount the greater of (x) $150,000,000 or (y) 100% of Pro Forma Consolidated EBITDA of the Borrower and its consolidated Subsidiaries for the twelve month period ending on the last day of the most recently ended fiscal quarter.
(b) Section 5.9(c) of the Credit Agreement is hereby amended to read in its entirety as follows:
(c) Consolidated Capital Expenditures. As of the end of each fiscal quarter of the Borrower beginning with the fiscal quarter ending June 30, 2008, Consolidated Capital Expenditures of the Borrower for the immediately preceding twelve month period shall not exceed two hundred percent (200%) of the last twelve month depreciation and amortization of the Borrower and its consolidated Subsidiaries determined on a rolling four fiscal quarter basis.

 

 

 

SECTION 2. Ratification. Except as expressly amended by this Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect. None of the rights, title and interests existing and to exist under the Credit Agreement are hereby released, diminished or impaired, and the Borrower hereby reaffirms all covenants, representations and warranties in the Credit Agreement.
SECTION 3. Expenses. The Borrower shall pay to the Administrative Agent all reasonable fees and expenses of its legal counsel incurred in connection with the execution of this Amendment.
SECTION 4. Certifications. The Borrower hereby certifies that (a) no material adverse change in the assets, liabilities, financial condition, business or affairs of the Borrower has occurred and (b) subject to the waiver set forth herein, no Default or Event of Default has occurred and is continuing or will occur as a result of this Amendment.
SECTION 5. Miscellaneous. This Amendment (a) shall be binding upon and inure to the benefit of the Borrower, the Lenders and the Administrative Agent and their respective successors, assigns, receivers and trustees; (b) may be modified or amended only by a writing signed by the required parties; (c) shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement and (e) together with the other Credit Documents, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter. The headings herein shall be accorded no significance in interpreting this Amendment.

 

2

 

NOTICE PURSUANT TO TEX. BUS. & COMM. CODE §26.02
THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER CREDIT DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have caused this Amendment to be signed by their respective duly authorized officers, effective as of the date first above written.
         
  CONSOLIDATED GRAPHICS, INC.,
a Texas corporation
 		  
  By:   /s/ Jon C. Biro    
    Jon C. Biro,   
    Executive Vice President and
Chief Financial Officer 		  
 

 

 

 

         
    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
 
        
 
  By:   /s/ Erin Robbins
 
       
 
  Name:   Erin Robbins
 
       
 
  Title:   Vice President
 
       
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

         
    WELLS FARGO BANK, NATIONAL ASSOCIATION
 
        
 
  By:   /s/ H.Michael Sultanik
 
       
 
  Name:   H.Michael Sultanik
 
       
 
  Title:   Vice President
 
       
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

         
    BANK OF AMERICA, N.A.
 
        
 
  By:   /s/ Julie Castano
 
       
 
  Name:   Julie Castano
 
       
 
  Title:   Vice President
 
       
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

         
    COMERICA BANK
 
        
 
  By:   /s/ De Von Lang
 
       
 
  Name:   De Von Lang
 
       
 
  Title:   Corporate Banking Officer
 
       
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

         
    WACHOVIA BANK, NATIONAL ASSOCIATION
 
        
 
  By:   /s/ Michael R. Quiray
 
       
 
  Name:   Michael R. Quiray
 
       
 
  Title:   Vice President
 
       
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

         
    RBS CITIZENS, N.A.
 
        
 
  By:   /s/ Patrick F. Dunphy
 
       
 
  Name:   Patrick F. Dunphy
 
       
 
  Title:   Senior Vice President
 
       
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

         
    AMEGY BANK NATIONAL ASSOCIATION
 
        
 
  By:   /s/ Laif Afseth
 
       
 
  Name:   Laif Afseth
 
       
 
  Title:   Senior Vice President
 
       
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

The undersigned hereby join in this Amendment to evidence their consent to execution by Borrower of this Amendment, to confirm that each Credit Document now or previously executed by the undersigned applies and shall continue to apply to the Credit Agreement, as amended hereby, to acknowledge that without such consent and confirmation, Banks would not execute this Amendment and to join in the notice pursuant to Tex. Bus. & Comm. Code §26.02 set forth above.
     
 
  A&A AMALGAMATED PRINTING ENTERPRISES, INC.,
 
       a California corporation,
 
  AGS CUSTOM GRAPHICS, INC.,
 
       a Maryland corporation,
 
  AMERICAN LITHOGRAPHERS, INC.,
 
       a California corporation,
 
  APPLE GRAPHICS, INC.,
 
       a California corporation,
 
  AUSTIN PRINTING COMPANY, INC.,
 
       a Georgia corporation,
 
  AUTOMATED GRAPHIC IMAGING/COPY CENTER, INC.,
 
       a District of Columbia corporation,
 
  AUTOMATED GRAPHIC SYSTEMS, LLC,
 
       a Maryland limited liability company,
 
  BIGINK MAILING & FULFILLMENT COMPANY,
 
       a Kansas corporation,
 
  BRIDGETOWN PRINTING CO.,
 
       an Oregon corporation,
 
  BYRUM LITHOGRAPHING CO.,
 
       an Ohio corporation,
 
  CDS PUBLICATIONS, INC.,
 
       an Oregon corporation,
 
  CGML GENERAL PARTNER, INC.,
 
       a Delaware corporation,
 
  CGML, LLC,
 
       a Delaware limited liability company,
 
  CGX CALIFORNIA CONTRACTORS, INC.,
 
       a California corporation
 
  CGXMEDIA, INC.,
 
       a Texas corporation
 
  CHAS. P. YOUNG COMPANY,
 
       a Texas corporation,
 
  CHAS. P. YOUNG COMPANY, INC.,
 
       a New York corporation,
 
  CLEAR VISIONS, INC.,
 
       a Texas corporation,
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

     
 
  COLUMBIA COLOR, INC.,
 
       a California corporation,
 
  CONSOLIDATED CARQUEVILLE PRINTING COMPANY,
 
       an Illinois corporation
 
  CONSOLIDATED GRAPHICS CALIFORNIA,
 
       a California corporation,
 
  CONSOLIDATED GRAPHICS DEVELOPMENT COMPANY,
 
       a Delaware corporation,
 
  CONSOLIDATED GRAPHICS INTERNATIONAL, INC.,
 
       a Delaware corporation,
 
  CONSOLIDATED GRAPHICS SERVICES, INC.,
 
       a Delaware corporation,
 
  CONSOLIDATED GRAPHICS PROPERTIES, INC.,
 
       a Texas corporation,
 
  CONSOLIDATED GRAPHICS PROPERTIES II, INC.,
 
       a Texas corporation,
 
  COPY-MOR, INC.,
 
       an Illinois corporation,
 
  COURIER PRINTING COMPANY,
 
       a Tennessee corporation,
 
  DIGITAL DIRECT, LLC,
 
       a Pennsylvania limited liability company,
 
  DIRECT COLOR, INC.,
 
       a California corporation,
 
  EAGLE PRESS, INC.,
 
       a California corporation,
 
  EASTWOOD PRINTING CORPORATION,
 
       a Colorado corporation,
 
  ELECTRIC CITY PRINTING COMPANY,
 
       a South Carolina corporation,
 
  EMERALD CITY GRAPHICS, INC.,
 
       a Washington corporation,
 
  FITTJE BROS. PRINTING CO.,
 
       a Colorado corporation,
 
  FREDERIC PRINTING COMPANY,
 
       a Colorado corporation,
 
  GARNER PRINTING COMPANY,
 
       an Iowa corporation,
 
  GEYER PRINTING COMPANY, INC.,
 
       a Pennsylvania corporation,
 
  GILLILAND PRINTING, INC.
 
       a Kansas corporation,
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

     
 
  GRAPHCOM LLC,
 
       a Georgia limited liability company,
 
  GRAPHIC COMMUNICATIONS, INC.,
 
       a California corporation,
 
  GRAPHIC TECHNOLOGY OF MARYLAND, INC.,
 
       a Maryland corporation,
 
  GRAPHION, INC.,
 
       a California corporation,
 
  GRITZ-RITTER GRAPHICS, INC.,
 
       a Colorado corporation,
 
  GROVER PRINTING COMPANY,
 
       a Texas corporation,
 
  GSL FINE LITHOGRAPHERS,
 
       a California corporation,
 
  GULF PRINTING COMPANY,
 
       a Texas corporation,
 
  H & N PRINTING & GRAPHICS, INC.,
 
       a Maryland corporation,
 
  HEATH PRINTERS, INC.
 
       a Washington corporation
 
  HERITAGE GRAPHICS, INC.,
 
       a Texas corporation,
 
  IMAGE SYSTEMS, INC.,
 
       a Wisconsin corporation,
 
  IRONWOOD LITHOGRAPHERS, INC.,
 
       an Arizona corporation,
 
  KELMSCOTT COMMUNICATIONS LLC,
 
       a Delaware limited liability company,
 
  KEYS PRINTING COMPANY,
 
       a South Carolina corporation,
 
  LINCOLN PRINTING CORPORATION,
 
       an Indiana corporation,
 
  MARYLAND COMPOSITION.COM, INC.,
 
       a Maryland corporation,
 
  MAXIMUM GRAPHICS, INC.,
 
       a Minnesota corporation,
 
  MAXWELL GRAPHIC ARTS, INC.,
 
       a New Jersey corporation,
 
  MCKAY PRESS, INC.,
 
       a Michigan corporation,
 
  MERCURY PRINTING COMPANY, LLC,
 
       a Tennessee limited liability company,
 
  MERCURY WEB PRINTING, INC.,
 
       a Kansas corporation,
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

     
 
  METROPOLITAN PRINTING SERVICES, INC.,
 
       an Indiana corporation,
 
  MOBILITY, INC.,
 
       a Virginia corporation,
 
  MOUNT VERNON PRINTING COMPANY,
 
       a Maryland corporation,
 
  MULTIPLE IMAGES PRINTING, INC.,
 
       an Illinois corporation,
 
  NIES/ARTCRAFT, INC.,
 
       a Missouri corporation,
 
  PICCARI PRESS, INC.,
 
       a Pennsylvania corporation,
 
  PRECISION LITHO, INC.,
 
       a California corporation,
 
  PRIDE PRINTERS, INC.,
 
       a Massachusetts corporation,
 
  PRINTING CONTROL SERVICES, INCORPORATED,
 
       a Washington corporation,
 
  PCA,
 
       a Maryland limited liability company,
 
  PBM GRAPHICS, INC.,
 
       a North Carolina corporation,
 
  PGH COMPANY, INC.,
 
       a Delaware corporation,
 
  PRINTING, INC.,
 
       a Kansas corporation,
 
  RUSH PRESS, INC.,
 
       a California corporation,
 
  S&S GRAPHICS, LLC,
 
       a Maryland limited liability company,
 
  S&S GRAPHICS PROPERTY, LLC,
 
       a Delaware limited liability company,
 
  SPANGLER GRAPHICS, LLC,
 
       a Kansas limited liability company,
 
  SPANGLER GRAPHICS PROPERTY, LLC,
 
       a Kansas limited liability company,
 
  STORTERCHILDS PRINTING CO., INC.,
 
       a Florida corporation,
 
  SUPERB PRINTING COMPANY,
 
       a Texas corporation,
 
  SUPERIOR COLOUR GRAPHICS, INC.,
 
       a Michigan corporation,
 
  TEWELL WARREN PRINTING COMPANY,
 
       a Colorado corporation,
 
  THE ETHERIDGE COMPANY,
 
       a Michigan corporation,
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

     
 
  THE CYRIL-SCOTT COMPANY,
 
       an Ohio corporation,
 
  THE GRAPHICS GROUP, INC.,
 
       a Texas corporation,
 
  THE HENNEGAN COMPANY,
 
       a Kentucky corporation,
 
  THE JARVIS PRESS, INC.,
 
       a Texas corporation,
 
  THE JOHN C. OTTO COMPANY, INC.,
 
       a Massachusetts corporation,
 
  THE PIKES PEAK LITHOGRAPHIC CO.,
 
       a Colorado corporation,
 
  THE PRINTERY, INC.,
 
       a Wisconsin corporation,
 
  THEO. DAVIS SONS, INCORPORATED,
 
       a North Carolina corporation,
 
  THOUSAND OAKS PRINTING AND
 
       SPECIALTIES, INC., a California corporation,
 
  TUCKER PRINTERS, INC.,
 
       a Texas corporation,
 
  TULSA LITHO COMPANY,
 
       an Oklahoma corporation,
 
  TURSACK INCORPORATED,
 
       a Pennsylvania corporation,
 
  VALCOUR PRINTING, INC.,
 
       a Missouri corporation,
 
  WALNUT CIRCLE PRESS, INC.,
 
       a North Carolina corporation,
 
  WATERMARK PRESS, LTD.,
 
       a California corporation,
 
  WENTWORTH CORPORATION,
 
       a South Carolina corporation,
 
  WESTERN LITHOGRAPH COMPANY,
 
       a Texas corporation,
 
  WESTLAND PRINTERS, INC.,
 
       a Maryland corporation,
 
  WETZEL BROTHERS, LLC,
 
       a Wisconsin limited liability company,
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

         
  WOODRIDGE PRESS, INC.,
a California corporation,
 		  
  By:   /s/ Jon C. Biro    
    Jon C. Biro,   
    Executive Vice President
of each of the foregoing 		  
 
         
    SERCO FORMS, LLC,
    a Kansas limited liability company
 
        
 
  By:   BIGINK MAILING & FULFILLMENT COMPANY, a Kansas corporation, and MERCURY WEB PRINTING, INC., a Kansas corporation, Members
         
     
  By:   /s/ Jon C. Biro    
    Jon C. Biro,   
    Executive Vice President
of each of the foregoing 		  
 
         
    CONSOLIDATED GRAPHICS MANAGEMENT,
    LTD., a Texas limited partnership,
 
        
 
  By:   CGML GENERAL PARTNER, INC., a
 
      Delaware corporation, sole general partner
 
      of Consolidated Graphics Management, Ltd.
         
     
  By:   /s/ Jon C. Biro    
    Jon C. Biro,   
    Executive Vice President   
 
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.

 

 

 

         
    CONSOLIDATED GRAPHICS DEVELOPMENT
    LLC, a Delaware limited liability company
 
        
 
  By:   CONSOLIDATED GRAPHICS
 
      DEVELOPMENT COMPANY,
 
      a Delaware corporation, Member
         
     
  By:   /s/ Jon C. Biro    
    Jon C. Biro,   
    Executive Vice President   
 
Unnumbered signature page to Fourth Amendment to Credit Agreement for Consolidated Graphics, Inc.