U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
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NOTIFICATION OF LATE FILING
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(CHECK ONE):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [X] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: DECEMBER 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: __________________________________________
_______________________________________________________________________________.
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
________________________________________________________________________________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:_________________________
_______________________________________________________________________________.
PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
CONSOLIDATED GRAPHICS, INC. EMPLOYEE 401(K) SAVINGS PLAN
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
5858 WESTHEIMER, SUITE 200
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City, State and Zip Code
HOUSTON, TEXAS 77057
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PART II -- RULES 12B-25(B) AND (C)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
Form 11-K cannot be filed within the prescribed period because the audit of the
Consolidated Graphics, Inc. 401(K) Savings Plan (the "Plan") for the fiscal year
ended December 31, 1998 has not yet been completed by its independent auditors,
KPMG, LLP. The independent auditors have informed us that they did not receive
the financial documents necessary to conduct the audit from the Plan's trustee
in a timely fashion in order to complete the audit before the filing deadline.
The Form 11-K cannot be completed in a timely manner without unreasonable effort
or expense. A statement from the Plan's independent auditors is attached as
Exhibit A.
PART IV -- OTHER INFORMATION
________________________________________________________________________________
1. Name and telephone number of person to contact in regard to this
notification
R. CLYDE PARKER, JR (713) 650-2753
(Name) (Area Code) (Telephone Number)
2. Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
3. Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
________________________________________________
(Name of Registrant as specified in charter)
Consolidated Graphics, Inc. Employee 401(K) Savings Plan has caused this
notification to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: June 29, 1999 By: /s/ G. CHRISTOPHER COLVILLE
G. Christopher Colville
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
(i) This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.
(ii) One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the Form will be made a matter of the public record in the Commission files.
(ii) A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
(iv) Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
(v) ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulations S-T (ss. 232.201 or ss. 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.
232.13(b) of this chapter).
EXHIBIT A
[KPMG LETTERHEAD]
Consolidated Graphics, Inc.
Attention: Leslie Frisby
5858 Westheimer
Suite 200
Houston, Texas 77057
June 29, 1999
Dear Ms. Frisby
This is to confirm our understanding regarding the timing of our audit
procedures related to the Consolidated Graphics, Inc. Employee 401(k) Saving
Plan. As of the date of this letter, we have not completed our audit procedures
because we did not receive all of the necessary year-end documents from the Plan
trustee, Security Trust, until June 25, 1999. This did not provide us with
sufficient time to complete our procedures and issue our report prior to the
filing deadline of June 29, 1999 for the Form 11-K. Based on the aforementioned,
we recommend that you file for an extension of time with the Securities and
Exchange Commission.
Very truly yours,
KPMG LLP
/s/ TYLER W. MOORE
Tyler W. Moore
Partner