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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number 333-90992

VON HOFFMANN HOLDINGS INC.
VON HOFFMANN CORPORATION*
(Exact name of registrants as specified in its charter)

        Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirement for the past 90 days.    Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o    No ý

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants' knowledge, in definite proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý

        There is no trading market for the common equity of Von Hoffmann Holdings Inc. All shares of capital stock of Von Hoffmann Corporation are held by Von Hoffmann Holdings Inc.

        The number of outstanding shares of Von Hoffmann Holdings Inc.'s capital stock as of March 30, 2004 was 83,154,444 shares of common stock, par value $0.01 per share.

        *Von Hoffmann Corporation meets the conditions set forth in General Instructions I (1)(a) and (b) of Form 10-K and is therefore filing with the reduced disclosure format.

Forward-Looking Statements

        Information included in this Annual Report on Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical facts, but rather reflect current expectations concerning future events and results. The Company (as defined herein) generally uses the words "believes," "expects," "intends," "plans," "anticipates," "likely," "will" and similar expressions to identify forward-looking statements. Such forward looking statements, including those concerning the Company's expectations, involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control, which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward looking statements. In evaluating such statements as well as the future prospects of the Company, specific consideration should be given to the various factors discussed in this Annual Report on Form 10-K. The Company undertakes no obligation to update any forward-looking statements as a result of new information, unanticipated events, or otherwise.

PART I

Item 1.    Business.

The Company

        Von Hoffmann Corporation ("Von Hoffmann") is a wholly-owned subsidiary of Von Hoffmann Holdings Inc. ("Holdings," and together with its subsidiaries, the "Company", "us", "our" or "we"). Founded in 1904, we are a leading manufacturer of four-color case-bound and soft-cover educational textbooks and related components for major publishers of books in the United States, including Harcourt, Inc., Houghton Mifflin Company, Pearson plc and The McGraw-Hill Companies. Our products are sold principally to educational publishers who, in turn, sell them into the elementary and high school ("ELHI") and college instructional materials markets. In addition to textbook manufacturing, we provide our customers with a full range of value-added printing and design services from early design to final distribution. We additionally manufacture products sold to the commercial market place where we target business-to-business catalog manufacturers, the federal government printing office, trade publishers, health-care catalog manufacturers, the financial services industry and numerous other small niches. We believe we have an established reputation for superior quality, reliability and customer service, allowing us to build strong relationships with our customers.

        Since 1998, we have diversified our product offerings and added new services through selected strategic acquisitions in order to enhance our position within the instructional materials and commercial printing markets. In 1998, we added services such as design, art procurement, color separation and image setting, and expanded our product offerings with one- and two-color printing capabilities, workbooks, test kits and commercial products. In 2000, we further expanded our product offerings with the addition of plastic inserts and overhead transparencies. In 2003, we acquired The Lehigh Press, Inc. ("Lehigh Press"), a leader in the printing of decorative covers and book components in the instructional materials market. We believe that these acquisitions solidify us as an industry leader in the instructional materials market in providing the broadest range of products and services available, including early design, manufacture and distribution. In addition to solidifying our position in the instructional materials market, our acquisitions have enabled us to expand our presence in the commercial book market.

        Over the past five years, we have invested approximately $96.4 million in high-quality, high-throughput machinery and plant expansions (excluding equipment obtained in acquisitions), enhancing our competitive position and providing capacity for future growth. These investments include additional four-color web printing presses, additional one- and two-color presses, sheet-fed presses, new digital pre-press equipment and additional manufacturing space. We have also invested extensively in customized, high-efficiency bookbinding production lines. As a result of our capital investments, we

believe we have created an opportunity to gain greater market share as well as to improve our competitive position.

        Holdings was incorporated on August 3, 1904 under the laws of the State of Missouri. Since September 17, 1998, Holdings has been incorporated under the laws of the State of Delaware. Von Hoffmann was incorporated on April 2, 1948 under the laws of the State of Missouri. Since September 17, 1998, Von Hoffmann has been incorporated under the laws of the State of Delaware. Our principal executive offices are located at 1000 Camera Avenue, St. Louis, Missouri, 63126, and our phone number is (314) 966-0909.

Industry Overview

Instructional Materials Market

        We primarily serve the instructional materials market, from which we derived approximately 67% of our 2003 net sales. Within the overall instructional materials market, we focus principally on the ELHI and higher education areas, for which we manufacture textbooks, standardized test materials and other educational materials.

ELHI Market

        The ELHI instructional materials market is driven by the textbook adoption cycle, student enrollment, an increased focus on accountability and testing standards and state and federal funding for education. The textbook adoption process is a key factor affecting annual fluctuations in ELHI textbook sales. This process drives new content, and thus new product, into the textbook market. The ELHI textbook market is divided between states where publishers can market their books directly to school districts, known as "open territory" states, and states where districts must first get state approval to purchase textbooks, known as "adoption" states. In open territory states, textbooks are purchased independently by local school districts or by individual schools themselves. These states do not issue statewide schedules for purchasing or lists of state-selected instructional materials. By contrast, in an adoption state, a committee screens textbooks for approval for purchase within the state. Once they are on an approved list, these textbooks can be purchased by the individual districts within the state. These initial purchases tend to take place over a one- to three-year timeframe with reprints extending over an additional four to five years.

        Adoptions can represent a significant revenue stream for publishers and can be particularly lucrative when large adoption states such as California, Texas or Florida adopt materials in key subject areas such as reading, mathematics or science. The 21 adoption states typically represent 50% of the K-12 publishers' annual textbook sales, with the balance coming from the open territories. While the two groups are roughly equal in the number of schools that each represents, adoption states drive product development, which drives sales in non-adoption states as well.

        According to U.S. Department of Education statistics, a record number of approximately 53 million students was expected to enter K-12 classrooms for the 2002-2003 school year. This number is expected to remain at historically high levels through 2007.

        Standards, accountability and testing have also impacted the ELHI market. The mounting importance of standardized test scores and, in many cases, performance-based pay for teachers, have given rise to strong sales of standardized tests in the past decade and publisher's acquisitions of testing companies. In January 2002, Congress re-authorized the Elementary and Secondary Education Act, which was initially enacted in 1965, to raise student achievement levels through a combination of higher standards, stronger accountability, improved teacher quality and increased resources. It also provided for a 20% increase in overall funding for federal elementary and secondary education programs.

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        Funds allocated to instructional materials at the ELHI levels increased from 1999 to 2002 as a consequence of higher enrollments, more robust state tax revenues and increased state and local spending as a result of an increased emphasis on improving the quality of public education. The five largest textbook markets, ranked by total textbook spending, are California, Texas, Florida, New York and Illinois. These markets, which together account for approximately one third of all spending, saw a combined state funding increase of 13.8% from 1999 to 2002, reaching $1.1 billion for the 2001-2002 school year. Funds for the instructional materials in these five states within the ELHI market, however, decrease approximately 10.5% in the 2003 school year. This significant decrease is due to an estimated 25.8% reduction in spending in California in 2003. Spending in the four remaining states remained stable for the school year.

        Projected total spending on ELHI instructional materials is expected to increase at a compound annual growth rate of 3.5% from 2002 to 2007, reaching an estimated $4.7 billion in 2007. Increased state funding, anticipated adoptions and continuing high levels of enrollment growth are expected to generate revenue growth in the ELHI market in the forecasted period. While the funding allocated to the instructional materials market within the ELHI levels is anticipated to increase in the next five years, funding is dependent upon federal, state and local tax revenue and numerous states and localities are under budgetary constraints and are currently addressing deficit positions, which could result in short-term funding reductions for these materials and may delay future adoptions.

College Market.

        The college instructional materials market is driven primarily by student enrollment. College enrollment is projected to rise to 16.8 million by the year 2007, an increase of approximately 7.9% from 2002. Full time enrollments increased five years in a row from 1998 to 2002. This trend is expected to continue as the population of college age students continues to grow, laid-off workers go back to college, and nontraditional students return to college to expand their skill sets in a tighter job market.

        End-user spending on college instructional materials is projected to rise at a compound annual growth rate of 7.9% from 2002 to 2007, reaching an estimated $6.5 billion in 2007.

The Commercial Printing Market

        We compete in a $7.0 billion subset of the $100.0 billion commercial printing market, supplying a wide variety of end users with one-, two-and four-color case-bound and soft-cover printing with varied binding styles. With the Lehigh Press acquisition, we also provide decorative covers and related components to this market. The areas in which we compete include business-to-business catalogs, trade, healthcare manuals, computer hardware and software manuals and documentation and government (state and federal) manuals. This market does not experience the same seasonality as the instructional materials market, with increased volume usually occurring in the second half of the year.

        With the Lehigh Direct division of Lehigh Press, we also compete in a $49.1 billion direct market sector within the overall commercial printing market, supplying highly personalized and sophisticated inline finished products for a wide variety of direct marketing applications.

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Operating Divisions

        We provide our products and services to the instructional materials and commercial printing markets through four operating divisions as follows:

        VH.    VH is our largest operating division and includes the businesses of Von Hoffmann Press, Inc. and Von Hoffmann Graphics, Inc. (which was comprised of the businesses of Custom Printing Company, Inc. and Bawden Printing), which were merged together in February 2002. VH produces one-, two- and four-color textbooks and testing materials for the instructional materials market and one-, two- and four-color books for the commercial printing market. Its educational customers include virtually all of the major domestic publishers of ELHI and college textbooks, including the educational publishing divisions of Houghton Mifflin, Pearson, McGraw-Hill and Harcourt. Its commercial customers include the U.S. Government Printing Office, Cutler Hammer—Eaton Corporation, General Motors Corporation, Modus Media, Maintenance Warehouse Corporation and Healthwise, Inc.

        VH's Jefferson City, Missouri facility focuses almost exclusively on the manufacture of four-color products including textbooks for the ELHI and college markets and commercial products. We employ specially modified machinery to meet the demanding service, quality and delivery requirements of these markets and believe that we are better able than our competitors to accommodate the relatively short lead-times and highly variable run lengths that typify the four-color product industries. These factors distinguish us from other book manufacturers who focus on multiple products and for whom four-color products represent only a small portion of overall product mix. VH also operates our Owensville, Missouri and Eldridge, Iowa facilities, which focus on the one- and two-color book manufacturing market. These facilities also feature binding operations, including adhesive and saddle-stitch styles, and provide fulfillment and distribution services. In addition, VH operates our Frederick, Maryland facility, which is strategically located near our customer base in the Northeast, and which produces products for the specialty trade and ancillary education workbook market.

        Over the past five years, we have invested in state-of-the-art, integrated digital pre-press equipment that streamlines and enhances the traditional pre-press process. Historically, the pre-press process involved a publisher sending artwork out for color separation and the production of film, which is then sent to a printer to create printing plates. Through the purchase of integrated digital pre-press equipment and the acquisitions of H&S Graphics and Preface, we now have the ability to perform all the necessary pre-press work from digital media provided by our customers. This system gives us the

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capability to make plates in a computer-to-plate environment, saving time and reducing the opportunities for error. This is particularly significant in the textbook adoption process, which entails repeated changes to a book and multiple short-run print jobs.

        H&S Graphics and Preface.    In June 1998, we acquired H&S Graphics and Preface, which added to our ability to serve publishers in the design, creative editorial development, digital pre-press and composition areas of book production. Offering these services, which represent the early production processes in the manufacturing of a book, position us to manage production more efficiently and more fully serve the needs of the educational publisher.

        On January 1, 2004, we merged our wholly-owned subsidiaries, Preface and H&S Graphics, together, with H&S Graphics, as the surviving corporation. Preface is now being operated as an operating division of H&S Graphics.

        Precision.    Founded in 1951, Precision is a sheet-fed print and bindery operation that sells primarily to the educational textbook market. Precision was acquired in March 2000 in order to provide our customers with a more complete and balanced product offering. Precision derives revenues primarily from plastic printing, which consists of overhead transparency products and plastic inserts for educational textbooks, with the remaining revenues derived from paper printing. Precision's customer base includes the same major educational publishing houses with whom we have long-standing relationships, including McGraw-Hill, Houghton Mifflin, Pearson and Harcourt.

        On December 11, 2003, the Company announced the closure of two manufacturing facilities under the Precision subsidiary. These operations will be moving into the Pennsauken, NJ-based Lehigh Lithographers ("Litho") division of The Lehigh Press, Inc., recently acquired in October 2003. The purpose of the closure is to reduce the cost structure as well as consolidate its service offerings (i.e. products, people, etc.) to the educational customers who print products on plastics and other synthetic substrates.

        The Company estimates the pre-tax expenses associated with the above closure to total approximately $4.0 million to $4.5 million consisting of employee severance ($0.7 million); revision of depreciable assets and salvage value of property, plant and equipment ($2.7 million) and other cash charges ($0.7 million). Of these amounts, none were recognized in 2003. These amounts will be recognized over the first two quarters of 2004.

        Lehigh Press.    Acquired in October 2003, Lehigh Press is a provider of highly specialized web and sheet-fed component printing services with market and technology leadership in two attractive print sectors. Lehigh Press, originally founded in 1924, was acquired to increase our product offerings to our customer base and to provide increased capabilities, including design, prepress, manufacturing, fulfillment and distribution. Lehigh Press operates through two operating divisions: Lehigh Lithographers and Lehigh Direct.

        Lehigh Lithographers is a market leader in cover component manufacturing for the ELHI and college market sectors of the book publishing industry. In 2003, sales of textbook covers and digital production and pre-press services to these market sectors represented 85% of Lehigh Lithographers total sales. Lehigh Lithographers also prints specialty commercial products, such as posters, folders, catalogs and brochures. Lehigh Lithographers' customer base includes the same major educational publishing houses with which we have long-standing relationships, including McGraw-Hill, Houghton Mifflin, Pearson and Harcourt.

        Educational book publishers customarily outsource the printing and manufacturing of their textbooks. A crucial factor of that outsourcing is the various components required to produce a finished product. Lehigh Lithographers specializes in providing educational textbook components, principally

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highly differentiated book covers and digital production and pre-press services, to these publishers. The cover provides the critical first impression of the textbook to administrators, teachers and students and is one of the most specialized and complex components to produce in a school program. Typically, the cover represents between 10% and 15% of the print and manufacturing cost of the book to the publisher.

        Lehigh Lithographers relies on its nearly five decades of market leadership and ten sheet-fed presses, which are primarily six colors. Lehigh Lithographers is an innovator when it comes to providing high quality products and services that enhance the finished nature and quality of book components. For example, Lehigh Lithographers offers many distinctive products and services including trademarked decorative techniques: Decogram® and LeHiFi®. Decogram® involves combining foil stamping and custom die manufacturing with printed graphics to reflect light and create the impression of movement and dimension. It can be tailored to produce a wide range of visual effects from subtle to emphatic. LeHiFi® is a special six-color integrated printing process that creates amazingly life-like colors. Additional high value finishing processes include aqueous coating, overall and spot UV coatings, film lamination, embossing, foil and hologram image stamping as well as post embossing.

        Lehigh Lithographers is the leading provider of educational case-bound book covers in the United States with a market share of greater than 50%, in what is broadly recognized as the highest margin component sector in the book manufacturing industry. Additionally, Lehigh Lithographers was the sole provider of cover components for eight of the top ten best selling K-8 textbook series in 2002, and shared the providing of cover components for the remaining series. As these books will reprint for a period of two to five years, we believe that a corresponding stable stream of revenue for Lehigh Lithographers will continue during that time.

        Lehigh Direct provides a range of unique, innovative printing products and services to the direct marketing sector. Lehigh Direct has over 30 years of experience in the processing of direct marketing materials. Lehigh Direct incorporates eight web presses ranging from four- to eight-color presses and from 26 inches to 50 inches in width. Lehigh Direct can accommodate large marketing projects with digital pre-press, personalization, dimensional printing, inline finishing, data processing and mailing services. Lehigh Direct's inline capabilities include die-cutting, hot-melt glue, plow folding, rotary cutting, rub-offs, scoring, numbering and micro-encapsulation. Lehigh Direct's customer base includes The American Automobile Association, Inc. (AAA), Columbia House Holdings, Inc., GEICO Corporation, Publishers Clearing House, Inc. and Walgreen Co.

        In November 2003, our Board of Directors authorized the exploration of a potential sale of Lehigh Direct. We determined to consider a sale of the Lehigh Direct business because it does not serve our core instructional materials market. To assist us in the sale of the Lehigh Direct division, we engaged Credit Suisse First Boston in late November 2003. As a result, retroactive to the date we acquired Lehigh Press, the Lehigh Direct division of Lehigh Press met the criteria for classification as an asset held for sale under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Accordingly, the carrying value of the division's net assets was adjusted to its fair value less costs to sell, amounting to $55.0 million at acquisition date and at December 31, 2003, based on recent internal analysis of similar transactions. The Company believes the division will be sold by the end of the third quarter of fiscal 2004. We cannot assure you if or when the sale of Lehigh direct will occur and the terms of any potential sale. In addition, we may suspend or terminate the potential sale.

Sales and Marketing

        Instructional Materials Market.    Our educational textbook sales team works to develop, support, and enhance our relationships with publishers in both the college and ELHI markets, as well as with smaller independent publishers. The cost of printing a textbook typically represents a small percentage of a publisher's total cost for a textbook, but the failure to meet a production deadline could result in a

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significant loss to the publisher. As a result, competition in the textbook manufacturing industry is equally service- and quality-driven. Accordingly, a significant element of our marketing efforts consists of maintaining close relationships with our customers to ensure proper production, scheduling and timely delivery. Our senior management team and sales support staff maintain close contact with key customers in order to identify relevant issues affecting these customers as well as to identify competitive advantages. In addition, the sales force and planners are in daily contact with the manufacturing personnel of our customers with pending indications or firm orders in order to deal with changes or production issues that arise throughout the process.

        We have concentrated on maintaining long-standing relationships with the major educational publishers. These publishers have consolidated significantly over the past several years, reducing the major educational publishers to four. These publishers accounted for approximately 42% of our net sales during 2003.

        Commercial Printing Market.    Our sales and marketing organization has developed and is pursuing a focused sales strategy across the identified commercial market segments. With dedicated sales people located throughout the United States, we address this market on a national level. Customer needs are matched to one of our eleven manufacturing facilities and our array of production capabilities.

Operations and Production

        As a contract print manufacturer, we principally manufacture products pursuant to firm customer orders. Our key manufacturing and distribution functions include:

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creating page designs and digital files;



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producing printing plates from film or directly from digital files provided by customers or created from our extensive library;



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purchasing paper and other components supplied by other manufacturers;



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printing and binding;



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packaging, storing and shipping finished products;



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archiving, preserving and reformatting film and digital files for reprints; and



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fulfillment of customer orders, inserting CDs and packaging.

        Our typical production run size ranges from less than 5,000 units to over 100,000 units, with the capability to produce profitable runs under 5,000 units. We can cost-effectively produce these short runs due to our unique ability to shift work rapidly among printing presses. Customers generally seek to lower costs by maintaining low inventory levels and ordering small quantities for just-in-time delivery. Our management believes that our ability to produce short runs effectively is a significant competitive advantage.

        We have configured our physical plant and trained our workforce to print both short-run and long-run quantities. The length of a run of a given title is highly variable over its life span. We believe our "make ready" time per changeover is significantly less than that of our major competitors. This capability lowers unit costs, making it economically feasible to print fewer copies. This is important as it allows our customers to minimize their inventory levels while maintaining the ability to adjust subsequent production orders in response to unforeseen sales patterns and unexpected stock shortages. As the trend towards more customized products becomes more apparent, we believe we are well positioned to produce shorter runs efficiently and thereby accommodate our customers' needs.

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        Pricing and Scheduling.    In order to meet the demands of the highly competitive, time-sensitive printing markets, we manage estimating and pricing centrally from our St. Louis headquarters. We have implemented a master scheduling program for the print and bind business that will optimize plant utilization on a company-wide basis. Work may move from plant to plant based on specific capabilities or capacity demands. We have dedicated customer service representatives at each facility in an effort to meet the needs of our customers.

        Pre-Press.    We have invested in state-of-the-art, integrated digital pre-press equipment that streamlines and enhances the traditional pre-press process. Rather than outsourcing this service, all of our printing facilities have the ability to perform the complete digital pre-press workflow directly from digital media provided by our customers. This system gives us the capability to make plates using the single-burn process, saving time and expense, while reducing the chance of error. This is particularly significant in products which entail repeated changes and multiple short-run print jobs. We provide direct-to-plate capabilities, which eliminate the film-output step of the pre-press process. We now have complete redundancy in the digital pre-press process throughout our plants, which gives us increased flexibility in the manufacturing process.

        Printing and Binding.    We have a variety of web printing presses configured to maximize our manufacturing flexibility. Although a certain number of our presses are dedicated to 9", 10" or 11" products, these presses are highly specialized and have been modified to have the flexibility to print any of these sizes on the next-larger press size. Specifically, we have developed equipment adaptations and proprietary production methods for our printing and binding operations that significantly reduce the make-ready time per changeover of plates as compared to that of our competitors. In addition, our state-of-the-art modified web presses are capable of running at speeds of up to 50,000 impressions per hour.

        Over the past five years, we have invested approximately $96.4 million in high-quality, high-throughput machinery and plant expansions (excluding equipment obtained in acquisitions), enhancing our competitive position and significantly expanding our production capacity for future growth. Our investments have been made in additional one through four-color web printing presses, additional sheet-fed presses, new digital pre-press equipment and additional manufacturing space. We have also invested extensively in customized, highly efficient bookbinding production lines.

        We currently maintain multiple binding lines in each of the manufacturing plants, providing several different binding methods to accommodate various customer preferences. We offer virtually all the binding options used in the industry, including McCain, Smyth Case, Spiral Wire Hardbound, Spiral Wire, Adhesive Case, Side Wire, Saddle Stitch, Adhesive Paper, Plastic Comb, Wire-O-Hardback, Wire-O, Spiral Plastic and the proprietary "Von-Bind" Case.

        Approximately 50% of ELHI textbooks are shipped to states that require publishers to keep a particular title in print and supply orders for reprints for periods generally ranging from five to eight years. Other ELHI and college textbooks are kept in print for approximately four to six years. The reprint business is also necessitated by partial corrections or copyright edition changes that must be made in order to incorporate new information or to comply with editorial changes demanded by school committees in various states. In 2003, approximately 78% of our four-color ELHI net sales were generated from reprints, and we retained over 97% of our ELHI reprint business while losing less than 3% to competitors.

        When a textbook is first published, digital files or a set of film are created for producing reprints. It is both time-consuming and costly to move film or digital files from one printer to another with different presses, as the film or digital files would likely require reformatting. Therefore, publishers have a disincentive to switch manufacturers for the reprints of a title, which creates a backlog of future business for the original manufacturer.

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Raw Materials

        Paper costs represent approximately 35% of our net sales and over 81% of raw material costs in the manufacturing process. Paper costs generally flow through to the customer as we generally order paper for specific orders and do not take significant commodity risk on paper.

        We have implemented a paper management program with several customers, which is designed to allow us to: (i) standardize the type of paper we use on presses and greatly reduces production and start-up costs; and (ii) avoid the cost of additional storage space and production inefficiencies required by separating each publisher's consigned paper. In 2003, approximately 53% of our paper usage was procured through this program.

        We operate our paper programs with three major paper suppliers, the largest and most significant of which is The Mead Corporation, now known as MeadWestvaco Corporation, which provides approximately 92% of the paper for this program. The benefits to us, our customers and paper producers have allowed our paper management program to grow consistently.

Employees

        As of December 31, 2003, we had 2,353 employees. Approximately 442 and two of our current employees are represented by affiliates of the Graphic Communications International Union, or the "GCIU," and the International Brotherhood of Teamsters, respectively, under collective bargaining agreements that expire between April 2004 and March 2008. For the contract expiring in April 2004, the contract covers 23 employees, and we believe a new agreement will be reached with no material adverse impact to operations. We believe that overall relations with our employees are generally good.

Competition

        The educational textbook market is highly competitive. The factors by which textbook manufacturers are chosen include the ability to maintain and adhere to a strict manufacturing schedule, the quality of product and service, competitive pricing and capability to provide "one-stop shopping" to the publisher. The commercial book manufacturing market is also very competitive. Competitive advantages include pricing, quality, service and rapid turnaround as well as other non-print, value-added services including fulfillment and distribution. We compete in the educational textbook market by leveraging our reputation for quality and full-service and by providing competitive pricing and rapid turnaround. By directing a highly-focused sales effort, opportunities for us are often identified in niches where value-added services are required and commodity-like price competition is less prevalent. Our major competitors in the one- and two-color educational and commercial book manufacturing markets are the Banta Corporation and The Hess Companies. Our major competitors in the four-color educational textbook manufacturing market are R.R. Donnelley & Sons Company and Quebecor World Inc. We also compete with Coral Graphics Services, Inc. and Phoenix Color Corporation, through Lehigh Lithographers, and with Vertis Inc. through Lehigh Direct. Lehigh Direct's other primary competitors are Banta Corporation, R.R. Donnelley and Quebecor.

        We believe that there are significant barriers to entry in the instructional materials market due to the significant initial investment in people, equipment and facilities that is required to compete. In addition, we believe it would take several years for a new entrant to develop the reputation for quality, service and delivery necessary to develop the significant base of titles needed to establish the recurring reprint volume required to achieve sufficient capacity utilization.

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        Our competition in the commercial printing market is comprised of a more extensive array of smaller and more diversified printing companies that range in size and scope. The costs of entry are not as significant as the instructional materials market for people, equipment and facilities. However, no single competitor encompasses a market position that would prevent our growth in this market sector.

Legal and Environmental Matters

        We do not believe that there are any pending legal proceedings which, if adversely determined, would have a material adverse effect on our financial condition or results of operations.

        We are subject to regulations under various and changing federal, state and local laws relating to the environment and to employee safety and health. These environmental regulations include those relating to the generation, storage, transportation, disposal, release and emission into the environment of various substances. Permits are required for operation of our business (particularly air emission permits), and these permits are subject to renewal, modification and, in certain circumstances, revocation. We are also subject to regulation under various and changing federal, state and local laws that allow regulatory authorities to compel (or to seek reimbursement for) the clean-up of environmental contamination at our own sites and at facilities where our waste products are or have been disposed.

        We have internal controls dedicated to compliance with all applicable environmental laws. Management believes that our capital expenditures to comply with federal, state and local provisions for environmental controls, as well as expenditures for our share of costs for environmental clean up, if any, will not be material and will not have a material effect upon our earnings or our competitive position.

Website Access to Company Reports

        The Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on the Company's website at www.vonhoffmann.com as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission ("Commission").

        Also, copies of the Company's reports filed with the Commission will be made available, free of charge, upon written request.

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Item 2. Properties

        Our facilities consist of our corporate headquarters located in St. Louis, Missouri and eleven separate production facilities located in Jefferson City and Owensville, Missouri; Eldridge, Iowa; Frederick, Maryland; Schaumburg, Rolling Meadows, Broadview and Elk Grove Village, Illinois; Pennsauken, New Jersey and Leesport and Dauberville, Pennsylvania. The Jefferson City facility is our principal production facility for our four-color web presses and binding capabilities. Certain information regarding our facilities is set forth in the table below.

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We are in negotiations to sell our St. Louis, Missouri headquarters. If we complete this sale, we intend to lease a portion of this facility from the buyer.

        When the integration of the Precision business into Lehigh Lithographers is completed, the operations presently conducted at Leesport and Dauberville, Pennsylvania will be discontinued.

Item 3. Legal Proceedings.

        We do not believe that there are any pending legal proceedings which, if adversely determined, would have a material adverse effect on our financial condition or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders.

        None.

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PART II

Item 5. Market For Registrant's Common Equity and Related Stockholder Matters.

        There is no established public trading market for Holdings' common stock. As of February 29, 2004, there were approximately 18 holders of common stock of Holdings. As of December 31, 2003, Holdings had never declared or paid cash dividends on shares of its common stock and does not intend to pay cash dividends in the foreseeable future as it is currently restricted from doing so by the terms of our senior credit facility.

        On March 26, 2002, Holdings issued 20,000,000 shares of its common stock to DLJ Merchant Banking Partners II, L.P. and certain of its affiliates (collectively, "DLJ Merchant Banking") in a private placement in reliance on Section 4(2) under the Securities Act of 1933, as amended. The purchase price was $20,000,000 in cash. On October 22, 2003, Holdings issued 20,000,000 shares of its common stock to DLJ Merchant Banking in a private placement in reliance on Section 4(2) under the Securities Act of 1933, as amended. The purchase price was $20,000,000 paid in cash.

        During the last three fiscal years, Holdings has granted 1,967,000 options under its employee stock option plan. None of these options have been converted into common stock.

Item 6. Selected Consolidated Financial Data.

        The following table summarizes certain statement of operations, balance sheet and other data for Holdings and its subsidiaries. For further information, see Part II, Item 8—Consolidated Financial Statements and Supplementary Data.

Von Hoffmann Holdings Inc. and Subsidiaries

(footnotes appear on the following page)

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Von Hoffmann Holdings Inc. and Subsidiaries

(1)

We acquired Bawden Printing in January 1998 (which was subsequently merged into Von Hoffmann Graphics, Inc.), H&S Graphics and Preface in June 1998, Custom Printing Company, Inc. in July 1998 (which also was subsequently merged into Von Hoffmann Graphics, Inc.), Precision in March 2000 and Lehigh Press in October 2003. In February 2002, Von Hoffmann Graphics, Inc. was merged into Von Hoffmann Press, Inc. and the surviving entity was renamed "Von Hoffmann Corporation". The results of operations of these acquired businesses have been included in our consolidated financial statements since their respective dates of acquisition. Our results of operations for the periods prior to these acquisitions may not be comparable to our results of operations for subsequent periods.

(2)

Operating expenses include selling and administrative expenses, special consulting expenses and a restructuring charge. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. Accordingly, the Company no longer amortizes goodwill. For the fiscal years ending December 31, 1999, 2000 and 2001, the Company amortized $8.4 million, $8.9 million, and $9.1 million, respectively, in goodwill, which was reflected in operating expenses.

(3)

Holdings' obligation to make cash interest payments with respect to its 13¹/2% Subordinated Exchange Debentures (as defined herein) is subject to its subsidiaries' ability to pay dividends under applicable law, the terms of their outstanding indebtedness and any other applicable contractual provisions limiting their ability to declare and pay cash dividends. Our senior credit facility restricts such payments. Accordingly, Holdings does not currently make, and in the foreseeable future does not intend to make, cash interest payments on the 13¹/2% Subordinated Exchange Debentures.

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(4)

The Company determined, retroactive to the date of the Lehigh Press Acquisition, that the held for sale criteria in FAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, was met related to the Lehigh Direct division. Accordingly, the carrying value of the division's net assets was adjusted to its fair value less costs to sell, amounting to $55.0 million, based on recent internal analysis of similar transactions. Within the Consolidated Statement of Operations Data, activity associated with operating results of the Lehigh Direct division is shown separately in 2003 as part of discontinued operations, net of tax provision of $0.8 million. In 2003, net sales and pre-tax profit associated with Lehigh Direct were $16.3 million and $2.2 million, respectively.

(5)

Operating company debt reflects the debt of the Company but excludes Holdings' 13¹/2% Subordinated Exchange Debentures in the amount of $31.7 million, $37.0 million, $43.0 million, $35.7 million and $41.1 million for the periods presented, respectively.

(6)

Includes depreciation and amortization that is included within operating income and excludes amortization of deferred financing costs, which is classified in interest expense-subsidiary. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. Accordingly, the Company no longer amortizes goodwill. For the fiscal years ending December 31, 1999, 2000 and 2001, the Company amortized $8.4 million, $8.9 million, and $9.1 million, respectively, in goodwill.

(7)

The LIFO pre-tax adjustment, which is reflected in cost of products and services, reflects an annual adjustment to record inventory on the last-in, first-out method.

(8)

Special consulting expenses relate to the fees paid under the financial service agreement with Credit Suisse First Boston LLC (formerly Credit Suisse First Boston Corporation) ("CSFB") and costs incurred for consulting services used in assisting in the acquisition integration process.

(9)

Restructuring charge represents the cost for employee severance and equipment relocation related to certain sheet-fed, plate-making and bookbinding operations of Von Hoffmann.

(10)

For purposes of determining the ratio of earnings to fixed charges, earnings are defined as loss before income taxes and discontinued operations plus fixed charges. Fixed charges consist of interest expense (including amortization of deferred financing costs). For the fiscal years ending December 31, 1999, 2000, 2001, 2002 and 2003, additional earnings of $7.2 million, $8.8 million, $11.5 million, $6.3 million and $5.1 million would have been required to cover fixed charges during the years, respectively.

(11)

EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA is not a measure of performance under accounting principles generally accepted in the United States. EBITDA should not be considered a substitute for cash flow from operations, net earnings or other measures of performance as defined by accounting principles generally accepted in the United States or as a measure of our profitability or liquidity. EBITDA does not give effect to the cash we must use to service our debt, if any, or pay our income taxes and thus does not reflect the funds actually available for capital expenditures or other discretionary uses. Our presentation of EBITDA may not be comparable to other similarly titled captions of other companies due to differences in the method of calculation. It is included herein to provide additional information

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with respect to our ability to meet our consolidated debt service, capital expenditure and working capital requirements. EBITDA is calculated as follows:

EBITDA Reconciliation

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

General

        We manufacture case-bound and soft-cover instructional materials and related components such as transparencies and covers in the United States. Our products are sold principally to educational publishers who, in turn, sell them into the ELHI and college instructional materials markets. In addition to instructional materials manufacturing, we provide our customers with a full range of value-added printing and design services, including early design processes, final manufacture and distribution of our products. We additionally manufacture products sold to the commercial market place where we target business-to-business catalog manufacturers, the federal government printing office, trade publishers, health-care catalog manufacturers, the financial services industry and numerous other small niches.

        Our sales of products and services are affected by a number of factors, including the ELHI textbook adoption process, general economic conditions and market seasonality. Our sales of instructional materials, from which we derived 67% of our net sales in 2003, are also affected over the long term by demographic trends in ELHI and college enrollment.

        The textbook adoption process, around which ELHI book publishers schedule the timing of new textbook introductions, is typically limited to a small number of disciplines in any state in any given year. Adoptions in core disciplines, such as reading, mathematics or science in larger states such as California, Texas or Florida, however, can lead to significant increases in net sales in a given year. Additionally, orders for reprints associated with a textbook awarded through the adoption process can generate significant revenues during the adoption cycle, which can range from four to eight years, depending on the subject matter and the state. Non-adoption, or open territory states, tend to follow the lead provided by adoption states as many new titles are brought to the market in specific response to the adoption schedule.

        Our net sales of products and services are also affected by general economic conditions. In particular, net sales to the instructional materials market are affected as the majority of public funding for education comes from state and local tax revenues, which have a direct correlation with prevailing economic activity levels. Product demand and our sales in the segments of the commercial market we serve are also sensitive to economic conditions.

        We experience seasonal market fluctuations in our net sales and production for the educational textbook and commercial markets. State and local textbook purchasing and delivery schedules

15

significantly influence the seasonality of the demand for our products in these areas. The purchasing schedule for the ELHI markets usually starts in the spring and peaks in the summer months preceding the start of the school year. The majority of college textbook sales occur from June through August and November through January. Our net sales to the commercial market tend to peak in the third and fourth quarters, with the fourth quarter representing the strongest quarter. Net sales of our digital pre-press and composition businesses tend to precede the peak production periods for textbook manufacturing by a quarter with our business peaking in the first and second quarters of our calendar fiscal year.

Recapitalization Restated to a Purchase

        We treated DLJ Merchant Banking's 1997 acquisition of a controlling interest in Holdings as a recapitalization on the basis that ZS VH L.P. (together with ZS VH II L.P., as the context requires, "ZS"), and certain of its affiliates, which collectively had owned a controlling interest in Holdings, retained an ownership interest of approximately 10.0% in Holdings after the acquisition transaction. As a result of treating the transaction as a recapitalization, Holdings did not give purchase accounting treatment to the transaction and did not record goodwill. On June 20, 2002, ZS sold their remaining interest in Holdings to us. The purchase price paid for ZS's interest came from cash on hand of Holdings, which cash came from proceeds from DLJ Merchant Banking's equity contribution in March 2002. As a result of the sale, there is no longer continuity in the share ownership of Holdings pre- and post-acquisition. Accordingly, in June 2002, we restated our financial statements for all fiscal years from the recapitalization to December 31, 2001 on the basis that there has been a retroactive change in reporting entity as of May 22, 1997, the date of DLJ Merchant Banking's original acquisition, and given the transaction purchase accounting treatment from that date. As a result of the change, our gross profit for 2001 decreased by $12.5 million. Our EBITDA for those periods remains consistent with previously reported amounts. The selected financial information and consolidated financial statements contained in this filing reflect the restatement of our financial statements to apply purchase accounting from the acquisition date. See "Note 2 to Notes to Consolidated Financial Statements."

Lehigh Press Acquisition

        On October 22, 2003, Von Hoffmann acquired all of the outstanding shares of Lehigh Press for approximately $108.3 million (the "Lehigh Press Acquisition"). Lehigh Press is a leading provider of book covers and other components, and a provider of digital premedia and direct marketing printing services, operating through its Lehigh Lithographers and Lehigh Direct divisions. We expect to reinforce our market position within the elementary and high school case bound education market as well as our strategy to increase product offerings and increased capabilities to our customer base. The Lehigh Press Acquisition was financed by the borrowing of funds under the senior credit facility and cash on hand.

        The acquisition was accounted for under the purchase method of accounting in accordance with the SFAS No. 141, Business Combinations. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on the estimates of their respective fair values at the date of the acquisition. The allocation of purchase price resulted in value being assigned to intangible assets and goodwill of $29.4 million and $41.1 million, respectively. Lehigh Press is in the process of completing its final federal and state tax returns for tax periods under previous ownership. Accordingly, the allocation of the purchase price is subject to adjustment.

        On an unaudited pro forma basis, adjusting only for the assumption that the Lehigh Press Acquisition and related incremental borrowings had occurred at the beginning of the respective year, revenues for the year ending December 31, 2003 and 2002 would have been $425.4 million and $436.7 million, respectively. Unaudited pro forma net loss would have been $1.4 million and $3.5 million, respectively. Unaudited pro forma basic and diluted loss per share would have been $0.02

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and $0.04, respectively. The unaudited pro forma information is not necessarily indicative of the results of operations had the Lehigh Press Acquisition actually occurred at the beginning of respective period, nor is it necessarily indicative of future results.

Discontinued Operation—Asset Held for Sale

        In November 2003, our Board of Directors authorized the exploration of a potential sale of Lehigh Direct. We determined to consider a sale of the Lehigh Direct Business because it does not serve our core instructional materials market. To assist us in the sale of the Lehigh Direct division, we engaged Credit Suisse First Boston in late November 2003. As a result, retroactive to the date we acquired Lehigh Press, the Lehigh Direct division of Lehigh Press met the criteria for classification as an asset held for sale as outlined by SFAS No. 144. Accordingly, the carrying value of the division's net assets was adjusted to its fair value less expected costs to sell, amounting to $55.0 million, which was based on recent internal analysis of similar transactions. No gain or loss is currently being recognized in the change in the net assets of Lehigh Direct as we believe the valuation of the asset will change, accordingly.

        Activity associated with operating results of the Lehigh Direct division is shown separately as part of discontinued operations, net of tax provision of $0.8 million. In 2003, net sales and pre-tax profit were $16.3 million and $2.2 million, respectively. We cannot assure you if or when the sale of Lehigh direct will occur and the terms of any potential sale. In addition, we may suspend or terminate the potential sale.

Restructuring Activity

        On December 11, 2003, the Company announced the closure of two manufacturing facilities under the Precision subsidiary. These operations will be moving into the Pennsauken, NJ-based Lehigh Lithographers ("Litho") division of The Lehigh Press, Inc., recently acquired in October 2003. The purpose of the closure is to reduce the cost structure as well as consolidate its service offerings (i.e. products, people, etc.) to the educational customers who print products on plastics and other synthetic substrates.

        The Company estimates the pre-tax expenses associated with the above closure to total approximately $4.0 million to $4.5 million consisting of employee severance ($0.7 million); revision of depreciable assets and salvage value of property, plant and equipment ($2.7 million) and other cash charges ($0.7 million). Of these amounts, none were recognized in 2003. These amounts will be recognized over the first two quarters of 2004.

Results of Operations

        Our results of operations for the year ended December 31, 2003 include the results of operations of Lehigh Press since the date of its acquisition on October 22, 2003.

        Our net sales represent: our per-book charges for each book manufactured; fees for pre-press, composition and creative work; set-up charges for each print run; the sale of paper for use in the production of instructional materials; and charges for fulfillment and distribution of books.

        Our cost of products and services consists primarily of the cost of paper, ink and bindery materials, depreciation, manufacturing overhead and labor costs. Paper costs are incurred both through our paper management programs, which include special arrangements on payment, inventorying and billing among our company, the paper company and the customer, as well as direct purchases of paper by us for specific customer orders. In both cases, paper costs generally flow through to the customer. Ink and bindery materials are direct material inputs to our manufacturing process in the production of a book. We depreciate our plant and equipment using straight-line or accelerated methods over their estimated

17

useful lives. This depreciation is included as a direct cost of products and services. Manufacturing overhead includes a range of costs such as electrical power, maintenance costs, supervisory salaries, insurance and real estate taxes. Labor costs are divided into direct and indirect components. Direct labor includes all crews working on the production of books and other materials along with associated fringe-benefit costs. Indirect labor includes all supervisory compensation and benefit costs along with the cost of other employees not directly involved in the production process.

        Our operating expenses represent selling and administrative expenses, special consulting expenses and a restructuring charge incurred in 2001. Selling and administrative expenses consist primarily of the compensation of, and cost of benefits for, our administrative and sales personnel as well as amortization of goodwill and certain amounts allocated to other intangibles with our acquisitions. Additionally, our selling and administrative costs include corporate expenses such as legal, audit and other professional fees and telephone and travel costs, Our special consulting expenses relate to the costs incurred for fees paid under the financial services agreement with CSFB and consulting services used in assisting in the acquisition integration process. Restructuring charge includes the costs associated with the closure of our bindery in Owensville, Missouri and our St. Louis sheet-fed operations.

        Interest expense—subsidiary represents the consolidated interest expense on our and our subsidiaries' debt, which consists of our senior credit facility, our 10¹/4% Senior Notes due 2009 (the "Senior Notes") and our 10³/8% Senior Subordinated Notes due 2007 (the "Senior Subordinated Notes"). Interest expense—Subordinated Exchange Debentures relates to interest on our Subordinated Exchange Debentures, due 2009, which Holdings issued in exchange for its then outstanding senior exchangeable preferred stock in 1998. The Subordinated Exchange Debentures are obligations of Holdings and are not guaranteed by any of Holdings' subsidiaries. At any time cash interest payments are prohibited, interest on the Subordinated Exchange Debentures accretes to principal. Holdings' obligation to make cash interest payments with respect to the Subordinated Exchange Debentures is subject to the terms of its and its subsidiaries' then-outstanding indebtedness and any other applicable contractual provisions limiting their ability to declare and pay cash interest. Our senior credit facility restricts such payments. Accordingly, Holdings does not currently make, and in the foreseeable future does not intend to make, cash interest payments on the Subordinated Exchange Debentures.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

        Net sales.    Net sales decreased $2.3 million, or 0.6%, from $379.4 million in 2002 to $377.1 million in 2003. Included within net sales for 2003 is approximately $6.7 million from the Lehigh Press's educational book components and digital premedia services businesses. Excluding Lehigh Press activity, the decrease resulted from reduced activity within the one and two-color non-educational market. This market continues to suffer due to stagnant business conditions present in the economy. The reduction was slightly offset by stable performance in our core four-color ELHI market and improved sales of one and two-color instructional, testing, and four-color non-educational materials which areas we are targeting for growth.

        Cost of products and services.    Costs of products and services decreased $8.1 million, or 2.5%, from $321.3 million for 2002 to $313.2 million for 2003. As a percentage of net sales, costs of products and services decreased from 84.7% for 2002 to 83.1% for 2003. The decrease in costs of products and services as a percentage of net sales represents the impact of reduced depreciation expense, approximately $6.2 million, in 2003. A significant level of assets within the Jefferson City facility became fully depreciated. If depreciation was recorded at the same level as in 2002, costs of products and services in 2003 would be 84.7% of 2003 net sales. The stable level of costs of products and services reflect the initiatives continually taken to improve our cost position in a competitive environment.

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        Gross profit.    Gross profit increased $5.8 million, or 9.9%, from $58.1 million in 2002 to $63.9 million in 2003. As a percentage of net sales, gross margins were 15.3% in 2002 as compared to 16.9% for the corresponding period in 2003. Assuming the same level of depreciation in 2003 as in 2002, gross profit as percentage of net sales was 15.3%. The comparability in gross margin is the result of the factors discussed above in net sales and costs of products and services.

        Operating expenses.    Operating expenses decreased $2.2 million, or 7.8%, from $28.6 million in 2002 to $26.4 million in 2003. Operating expenses for 2003 included approximately $2.1 million from the inclusion of Lehigh Press from its acquisition date. Excluding Lehigh Press activity, operating expenses decreased $4.3 million in 2003 from 2002. The decrease was primarily the result of the non-inclusion in 2003 of $1.8 million payment made to Robert Uhlenhop, our former president and chief executive officer, as part of an amendment made to his employment agreement in June 2002. In addition, we incurred in 2002 $0.9 million in severance related to management changes involving our chief executive officer and chief financial officer, as well as incremental professional fees and special consulting expenses of $0.8 million associated with the integration of Von Hoffmann Press and Von Hoffmann Graphics. The remaining decrease is derived from various cost initiatives throughout the organization.

        Gain (loss) on disposal of depreciable assets.    During 2003, we reflected a loss on disposal of depreciable assets of $0.4 million as compared to a gain on disposal of $2.8 million during 2002. The 2002 gain reflected the disposition of our corporate jet, which resulted in a gain of approximately $4.2 million, but such gain was partially offset by losses on various sales of equipment.

        Gain on debt extinguishment, net.    On March 26, 2002, we entered into our current senior credit facility, which provides for loans of up to $90.0 million. In addition, we issued $215.0 million of the Senior Notes, which bear interest at a rate of 10.25%. The proceeds from these transactions were used to pay off all outstanding balances under our prior credit facility. As a result of these transactions, we incurred a loss from the write-off of deferred debt issuance costs of $3.1 million. During the third quarter of 2002, Holdings purchased approximately 28.3% of its then outstanding Subordinated Exchange Debentures for approximately $9.5 million, using proceeds from DLJ Merchant Banking's $20.0 million investment in Holdings in March 2002. Holdings was able to purchase these debt instruments at a value less than their carrying value and consequently we recognized a gain of $3.4 million.

        Interest expense—subsidiary.    Interest expense—subsidiary, increased $3.2 million, or 9.6%, from $33.6 million in 2002 to $36.8 million in 2003. The increase was primarily attributable to a higher average borrowing rate of 10.28% in the 2003 period as compared to our average borrowing rate of 9.53% in the 2002 period. The higher average borrowing rate reflected our having our Senior Notes outstanding for a full year in 2003 versus nine months in 2002. In March 2002, we issued the Senior Notes, which bear interest at a fixed rate of 10.25%. The proceeds from this debt were used to repay our prior credit facility which was advanced principally on a floating LIBOR rate basis during the first quarter of 2002. In addition, the increase was impacted by incremental debt incurred as part of the Lehigh Press acquisition. In October 2003, we issued $60.0 million, principal notional amount, of Senior Notes at a rate of 10.25%.

        Interest expense—Subordinated Exchange Debentures.    Interest expense—Subordinated Exchange Debentures of $5.5 million in 2003 was comparable to the 2002 level. While Holdings' 2002 repurchase of approximately 28.3% of its then outstanding Subordinated Exchange Debentures reduced the total outstanding, the lower outstanding amount was offset by a period to period increase arising from the interest compounding effect on the accretion of the subordinated exchange debenture. Such repurchase was financed with proceeds from DLJ Merchant Banking's $20.0 million investment in Holdings in March 2002.

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        Income tax benefit.    During 2003, we recorded a tax benefit of $1.4 million, representing a 27.6% effective tax rate. During 2002, we recorded a $1.0 million tax benefit, representing a 15.8% effective tax rate, from a loss before income taxes. As part of the 2002 benefit, we recognized approximately $1.3 million in additional tax provision as a result of the determination that certain interest expense associated with the Subordinated Exchange Debentures will not be deductible. Excluding the additional tax provision, the effective tax rate in 2003 and 2002 would be approximately 36.4%.

        Discontinued operations, net of taxes.    Discontinued operations, net of taxes, represents operating results from our asset held for sale, the Lehigh Direct division of Lehigh Press. The results are for the period from October 22, 2003 (date of Lehigh Press acquisition) to December 31, 2003. The amount includes $0.9 million tax provision.

        Net loss.    Net loss for 2003 was $2.3 million compared to net loss of $5.3 million in 2002. The reduction in net loss was primarily attributable to reduction in depreciation and operating expenses as well as the inclusion of Lehigh Press from its acquisition date. These increases were reduced by the increased interest expense—subsidiary and prior year gain on disposal of depreciable assets.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

        Net sales.    Net sales decreased $27.7 million, or 6.8%, from $407.1 million in 2001 to $379.4 million in 2002. The decrease was primarily attributable to decreased volume in sales to the instructional materials market, particularly during the first quarter of 2002. The overall decrease in sales throughout the instructional materials industry was caused by a softening economy, reduced budgets at the state and local levels as well as a reduction in textbook adoption activity in the major adoption states in 2002. The reduction was partially offset by growth within the one and two-color commercial market as well as the introduction of four-color non-educational work in our largest facility, Jefferson City, during the fourth quarter.

        Cost of products and services.    Costs of products and services decreased $25.6 million, or 7.4%, from $346.9 million for 2001 to $321.3 million for 2002. As a percentage of net sales, costs of products and services decreased from 85.2% for 2001 to 84.7% for 2002. The decrease in costs of products and services as a percentage of net sales represents the impact of reduced depreciation expense, approximately $8.5 million, in 2002. A significant level of assets within the Jefferson City facility became fully depreciated. If depreciation was recorded at the same level as in 2001, costs of products and services in 2002 would be 87.0% of 2002 net sales reflecting the fixed nature of operations on lower net sales. While initiatives continually are taken to improve our cost position, the initiatives were not sufficient to fully offset the impact of lower sales volumes in 2002.

        Gross profit.    Gross profit decreased $2.1 million, or 3.4%, from $60.2 million in 2001 to $58.1 million in 2002. As a percentage of net sales, gross margins were 14.8% in 2001 as compared to 15.3% for the corresponding period in 2002. Assuming the same level of depreciation in 2002 as in 2001, gross profit as percentage of net sales was 13.0%. The change in gross margin is the result of the factors discussed above in net sales and costs of products and services.

        Operating expenses.    Operating expenses decreased $4.7 million, or 14.1%, from $33.3 million in 2001 to $28.6 million in 2002. The decrease was primarily attributable to the reduction of amortization expense by $9.1 million related to the adoption of SFAS No. 142, "Goodwill and Other Intangibles," under which goodwill related to business acquisitions is no longer amortized. In addition, we recognized approximately $1.5 million in restructuring charges in 2001 as discussed earlier. The overall decrease was offset by a $1.8 million payment made to Robert Uhlenhop, our former president and chief executive officer, as part of an amendment made to his employment agreement in June 2002. The overall decrease was also offset by special consulting expenses of $1.0 million paid to CSFB, an affiliate of DLJ Merchant Banking, our principal stockholder, in connection with the formulation of financial

20

strategies, including in connection with securing our senior credit facility and the issuance of the Senior Notes. In addition, we incurred $0.9 million in severance related to management changes involving our chief executive officer and chief financial officer, as well as incremental professional fees and special consulting expenses of $0.8 million associated with the issuance of the Senior Notes, our senior credit facility and the exchange offers involving the Senior Subordinated Notes, the Senior Notes and the Subordinated Exchange Debentures, as well as the integration of Von Hoffmann Press, Inc. and Von Hoffmann Graphics, Inc.

        Gain (loss) on disposal of depreciable assets.    During 2002, we reflected a gain on disposal of depreciable assets of $2.8 million as compared to a loss on disposal of $0.5 million during 2001. The 2002 gain reflected the disposition of our corporate jet, which resulted in a gain of approximately $4.2 million, but such gain was partially offset by losses on various sales of equipment.

        Gain on debt extinguishment, net.    On March 26, 2002, we entered into our senior credit facility, which provides for loans of up to $90.0 million. In addition, we issued $215.0 million of the Senior Notes, which bear interest at a rate of 10.25%. The proceeds from these transactions were used to pay off all outstanding balances under our prior credit facility. As a result of these transactions, we incurred a loss from the write-off of deferred debt issuance costs of $3.1 million. During the third quarter of 2002, Holdings purchased approximately 28.3% of its then outstanding Subordinated Exchange Debentures for approximately $9.5 million, using proceeds from DLJ Merchant Banking's $20.0 million investment in Holdings in March 2002. Holdings was able to purchase these debt instruments at a value less than their carrying value and consequently we recognized a gain of $3.4 million.

        Interest expense—subsidiary.    Interest expense—subsidiary, increased $1.5 million, or 4.4%, from $32.1 million in 2001 to $33.6 million in 2002. The increase was primarily attributable to a higher average borrowing rate of 9.53% in the 2002 period as compared to our average borrowing rate of 8.45% in the 2001 period. The higher average borrowing rate reflected our issuance in March 2002 of the Senior Notes, which bear interest at a fixed rate of 10.25%. The proceeds from this debt were used to repay our prior credit facility which was advanced principally on a floating LIBOR rate basis.

        Interest expense—Subordinated Exchange Debentures.    Interest expense—Subordinated Exchange Debentures decreased $0.5 million, or 7.6%, from $6.0 million for 2001 to $5.5 million in 2002. The decrease resulted from Holdings' repurchase of approximately 28.3% of its then outstanding Subordinated Exchange Debentures, which was partially offset by a period to period increase arising from the interest compounding effect on the accretion of the subordinated exchange debenture. Such repurchase was financed with proceeds from DLJ Merchant Banking's $20.0 million investment in Holdings in March 2002.

        Income tax benefit.    During 2002, we recorded a $1.0 million tax benefit, representing a 15.8% effective tax rate, from a loss before income taxes. As part of this benefit, we recognized approximately $1.3 million in additional tax provision as a result of the determination that certain interest expense associated with the Subordinated Exchange Debentures will not be deductible. In 2001, we recorded a $1.3 million tax benefit, representing an 11.0% effective tax rate, from a loss before income taxes. The 2001 results were impacted by certain amortization of goodwill related to acquisitions which are non-deductible for tax purposes. With the adoption of SFAS No. 142, "Goodwill and Other Intangibles," in 2002, we no longer amortize goodwill for accounting purposes.

        Net loss.    Net loss for 2002 was $5.3 million in 2002 compared to net loss of $10.2 million in 2001. The reduction in net loss was primarily attributable to reduction in depreciation and amortization expense as discussed above within costs of products and services sold and operating expenses and the 2002 gain on disposal of depreciable assets.

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Liquidity and Capital Resources

Overview

        During the past three years, our principal sources of funds were cash generated from our operating activities and long-term borrowings. We used cash mainly for capital expenditures, working capital and debt service. In the future, we expect that we will use cash principally to fund working capital, our debt service and repayment obligations and capital expenditures.

Historical Cash Flows

        Cash Provided by Operating Activities.    Cash provided by operations for 2003 was $29.4 million compared to $26.7 million provided for 2002, an increase of $2.7 million. The increase in operating cash flow primarily relates to lower working capital requirements in the current year. To reach the 2003 working capital levels, Von Hoffmann did not have to invest in trade accounts receivable and inventories as required in 2002.

        Cash provided by operations for 2002 was $26.7 million compared to $59.6 million for 2001, a decrease of 55.2%. At the end of 2001, we reduced net investment in working capital to low levels as a result of reduced activity levels. The 2002 reduced cash flow reflects additional cash requirements to increase net investment in working capital to produce at more typical levels in 2002.

        Cash Used in Investing Activities.    Net cash used in investing activities for 2003 was $117.0 million compared to $6.4 million for 2002. Included in 2003 was the acquisition of Lehigh Press for $108.3 million. We had purchases of property, plant and equipment of $9.1 million in 2003 compared to purchases of $12.7 million in 2002. In 2002, the higher capital expenditures were offset by proceeds from the sale of certain non-core assets, principally our corporate aircraft.

        Net cash used in investing activities for 2002 was $6.4 million, compared to $23.7 million for 2001. The reduction was primarily driven by reduced capital expenditures as we shifted our focus to achieving manufacturing efficiencies as opposed to capacity enhancement. In addition, our 2002 results included net proceeds from the aforementioned sale of certain non-core assets.

        Cash Provided by (Used in) Financing Activities.    Net cash provided by financing activities for 2003 was $105.1 million compared to cash used in financing activities of $34.2 million for 2002. In 2003, we issued an incremental Senior Notes in an aggregate principal amount of $60.0 million of which was sold at a premium of $2.8 million. In addition, Holdings issued 20,000,000 shares of common stock to the Company's principal stockholder, DLJ Merchant Banking Partners II, L.P. and certain of its affiliates, for $20.0 million on October 22, 2003. The proceeds from the issuance of common stock will be used by Holdings for general corporate purposes, which may include the repurchase by Holdings of its then outstanding Subordinated Exchange Debentures. The remaining financing source was derived from borrowings under our senior credit facility. The debt financing was used in the acquisition of Lehigh Press.

        During 2002, our financing activities related primarily to our 2002 refinancing. As part of that refinancing, on March 26, 2002, we entered into the senior credit facility, which incorporates a revolving loan commitment of $90.0 million. Concurrently, we also issued the Senior Notes in an aggregate principal amount of $215.0 million. The borrowings from the senior credit facility and the proceeds from the Senior Notes offering were used to pay off all outstanding balances under our prior senior credit facility and pay related fees. In addition, Holdings issued 20,000,000 shares of common stock to its majority stockholder for $20.0 million on March 26, 2002, and approximately $9.5 million of those proceeds was used to purchase approximately 28.3% of the Subordinated Exchange Debentures on the open market. During 2002, Holdings purchased approximately 8.4 million shares from ZS, and Robert Uhlenhop, our former chief executive officer, and other shareholders for $8.4 million.

        Net cash used in financing activities for 2002 was $34.2 million compared to $23.3 million in 2001. The cash used in financing activities during 2002 primarily resulted from certain debt and equity

22

transactions (as discussed above) while cash used in financing activities in 2001 was restricted principally to revolver borrowings and senior debt amortization.

Capital Expenditure Requirements

        Capital expenditures for the 2003 were $9.1 million compared to $12.7 million for 2002. These capital expenditures focused on manufacturing efficiencies in order to improve operating performance. We expect our capital expenditures for 2004 to be approximately $20.0 million based on a capital expenditure program directed at increasing productivity throughout the entirety of our operations, including our projected capital expenditure needs to fund the restructuring efforts for the Precision Offset Printing operations into the Lehigh Lithographers division. We believe that current capacity is adequate in the near term based on anticipated utilization rates. Accordingly, our focus is directed at capital expenditures that will improve our cost position.

Debt Service Requirements

        On October 7, 2003, we amended our senior credit facility to, among other things, permit the offering of the additional Senior Notes and the Lehigh Press acquisition. The available borrowings were increased to $100.0 million effective October 7, 2003. The facility is secured by 100% of our capital stock, substantially all of our assets and the assets of our subsidiaries that guarantee our senior credit facility, including accounts receivable, inventory and property, plant and equipment. The facility is subject to a borrowing base availability and includes covenants restricting the incurrence of additional indebtedness, liens, certain payments and the sale of assets.

        Our senior credit facility contains customary covenants and restrictions on our ability to engage in certain activities, including

•

incurring debt or liens,



•

paying dividends or repurchasing our equity securities,



•

voluntarily prepaying certain indebtedness (including our senior notes and our senior subordinated notes),



•

selling assets,



•

making acquisitions,



•

entering into mergers or similar transactions or



•

engaging in transactions with affiliates.

        Our senior credit facility restricts us from repurchasing our senior notes and our senior subordinated notes prior to their maturity, except under certain circumstances. In addition, our senior credit facility requires that we meet or exceed certain fixed charge coverage ratios and not exceed specified leverage ratios. It also includes customary events of default. We are currently in compliance with each of these covenants and restrictions.

        We also have $275.0 million aggregate principal amount of Senior Notes (including the $60.0 million of securities offered on October 22, 2003 at 104.75%) and $100.0 million aggregate principal amount of the Senior Subordinated Notes outstanding). As of December 31, 2003, we also had $41.2 million principal amount outstanding (on an accreted basis) of Subordinated Exchange Debentures. The Subordinated Exchange Debentures bear interest at 13.5% per annum, and while cash interest payments are prohibited by our senior credit facility, interest on the Subordinated Exchange Debentures accretes to principal. Holdings' obligation to make cash interest payments with respect to the Subordinated Exchange Debentures is subject to the terms of its and its subsidiaries' then-outstanding indebtedness and any other applicable contractual provisions limiting their ability to declare and pay cash interest. Our senior credit facility prohibits the payment of such cash interest.

23

        Based on our current level of operations, we believe our cash flows from operations, available cash and available borrowings under our senior credit facility will be adequate to meet our liquidity needs for the foreseeable future, including scheduled interest payments on all series of our notes and interest payments on the borrowings under our senior credit facility. In the event we sell the Lehigh Direct business, our cash flow from operations will decrease, but we believe we will continue to be able to meet our liquidity needs for the foreseeable future, including scheduled interest payments on all series of our notes and interest payments on the borrowings under our senior credit facility. Our ability to make payments on and to refinance our indebtedness, including our senior credit facility, the Senior Notes and the Senior Subordinated Notes, and to fund our business initiatives, however, will depend on our ability to generate cash in the future. This ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, legislative, and other factors that are beyond our control. No assurance can be made that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior credit facility or under any future financings on satisfactory terms in an amount sufficient to enable us to pay our indebtedness, including our senior credit facility, the securities, the Senior Notes and the Senior Subordinated Notes, or to fund our other liquidity needs.

        In the future, we may use proceeds from our indebtedness, excess cash, borrowings under our senior credit facility, proceeds from issuances of equity securities or proceeds from asset dispositions, including proceeds derived from the sale of the Lehigh Direct business, to repurchase some of our outstanding debt through open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity, contractual restrictions and other factors. The amounts involved may be material.

Contractual Obligations and Commitments

        The following table summarizes the Company's contractual obligations and borrowings as of December 31, 2003, and the timing and effect that such commitments are expected to have on the Company's liquidity and capital requirements in future periods:

        Long-term obligations represent both principal and cash interest payments required to be paid if the current outstanding long-term obligations are held until their maturity. Von Hoffmann expects to fund these commitments primarily with operating cash flows generated in the normal course of business as well as available funds under our senior credit facility.

Inflation

        The impact of inflation on our operations has not been significant to date. We cannot predict what effect future inflation rates will have on our operating results.

Recent Accounting Pronouncements

        No recent accounting pronouncements have been issued that we believe will have a material impact on our operations.

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Critical Accounting Policies

        Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to the recovery of inventories, property, plant, equipment, goodwill and other intangibles. Management bases its estimates and judgments on historical experience, current and expected economic conditions and other factors believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from these estimates. The significant accounting policies which management believes are most critical to aid in fully understanding and evaluating our reported financial results include the following:

Business Combinations

        In accordance with SFAS No. 141, Business Combinations (SFAS No. 141), we account for all business combinations initiated after June 30, 2001 using the purchase method. In applying the purchase method, we perform detail analysis which may include use of third party appraisals to recognize and value acquired intangible assets separately from goodwill.

Inventories

        We value approximately 92% of our inventory at the lower of cost, as determined using the last-in, first-out (LIFO) method, or market. The remainder of inventory is valued at the lower of cost, as determined using the first-in, first-out (FIFO) method, or market. Inventories include material, labor and manufacturing overhead. We record a reserve for excess and obsolete inventory based primarily upon historical and forecasted demand. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Revenue Recognition

        The Commission's Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition," provides guidance on the application of accounting principles generally accepted in the United States to selected revenue recognition issues. In accordance with SAB No. 101, we recognize revenue when the products are shipped FOB shipping point, risk of loss transfers or as services are performed as determined by the contractual agreement and collectibility is reasonably assured. Our policy is consistent with industry practices.

Property, Plant and Equipment

        Property, plant and equipment are stated at cost. We capitalize all repair and maintenance costs which result in significant increases in the useful life of the underlying asset. All other repair and maintenance costs are expensed. Depreciation is computed using straight-line or accelerated methods over various lives, dependent on the asset. Management assesses long-lived assets for impairment under SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Property, plant and equipment is reviewed for impairment whenever events and changes in business circumstances indicate the carrying value of property, plant and equipment may not be recoverable. Impairment losses are recognized based on fair value if expected cash flows of the related property, plant and equipment are less than their carrying value. Changes in market conditions or poor operating results could result in a decline in value thereby potentially requiring an impairment charge in the future.

25

Goodwill and Other Intangibles

        In accordance with SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), we no longer amortize goodwill. The Company performed a transitional impairment test of its existing goodwill during the second quarter of 2002. The Company did not recognize any impairment of goodwill in connection with the initial transitional impairment test. The Company performs a formal impairment test of goodwill and indefinite-lived intangible assets on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company's three reporting units for purposes of applying the provisions of SFAS No. 142 are: print and bind, prepress services and sheetfed and cover printing.

        Amortizable intangible assets are evaluated for potential impairment when current facts and circumstances indicate that the carrying value may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the amortizable intangible asset, or appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an intangible asset is determined to be impaired, the loss is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows.

        The Company did not recognize any impairment of goodwill and intangible assets for any year presented. Changes in market condition, poor operating results or combination thereof could result in decline in value thereby potentially requiring an impairment charge in the future.

Pension Costs

        With the Lehigh Press Acquisition, we maintain a trusteed, noncontributory defined benefit pension plan for eligible employees of the Lehigh Press division not otherwise covered by collective bargaining agreements. We account for this plan under SFAS No. 87, "Employer's Accounting for Pensions," which requires us to use three key assumptions when computing estimated annual pension expense. These assumptions are the discount rate applied to the projected benefit obligation, expected return on plan assets and the rate of compensation increases.

        Of the three key assumptions, only the discount rate is based on external market indicators, such as the yield on currently available high-quality, fixed income investments or annuity settlement rates. The discount rate used to value the pension obligation at any year-end is used for expense calculations the next year. For the rates of expected return on assets and compensation increases, we use estimates based on experience as well as future expectations. Due to the long-term nature of pension liabilities, we attempt to choose rates for these assumptions that will have long-term applicability.

        Following is a summary of the three key assumptions that will be used in determining 2004 pension expense, along with the impact of a 1% change in each assumed rate ($ in thousands). Brackets indicate annual pension expense would be reduced. Modification of these assumptions does not impact our pension funding requirements.

26

General Risks and Uncertainties

We have a narrow product range and our business would suffer if our products become obsolete or consumption of them decreased.

        We derive a significant portion of our net sales from customers in the business of publishing textbooks intended for the ELHI and college markets. Therefore, we are dependent upon the sale of books to these markets. Our business would suffer if consumption of these products decreased or if these products became obsolete. Our business could be adversely affected by factors such as changes in the funding of large institutional users of books such as elementary and high schools and colleges and universities.

Our results of operations are dependent on our principal production facility for four-color educational textbooks.

        Approximately 50% of our net sales and 70% of our earnings before interest, taxes, depreciation and amortization for 2003 were generated from our Jefferson City, Missouri production facility where we manufacture, among other products, our four-color educational textbooks. Any disruption of our production capabilities at this facility for a significant term could adversely affect our operating results. While we maintain levels of insurance we believe to be adequate to protect against significant interruption in operations at our Jefferson City facility, there is no assurance that any proceeds from insurance would be sufficient to return such facility to operational status or that we could relocate our operations from such facility without incurring significant costs, including the possible loss of customers during any period during which production is interrupted.

Our business is subject to seasonal and cyclical fluctuations in sales.

We experience seasonal fluctuations in our sales. The seasonality of the ELHI market is significantly influenced by state and local schoolbook purchasing schedules, which commence in the spring and peak in the summer months preceding the start of the school year. The college textbook market is also seasonal with the majority of textbook sales occurring during June through August and November through January. Significant amounts of inventory are acquired by publishers prior to those periods in order to meet customer delivery requirements. This places significant pressure on publishers and textbook manufacturers to monitor production and distribution accurately to satisfy these delivery requirements.

        We also experience cyclical fluctuations in our sales. The cyclicality of the ELHI market is primarily attributable to the textbook adoption cycle. Industry sales volume gains or losses in any year are principally due to shifts in adoption schedules and the availability of state and local government funding. Numerous states and localities are under budgetary constraints and are currently addressing deficit positions, which could result in short-term funding reductions for these materials and may delay future adoptions. To a lesser extent, the cyclicality of our business is also attributable to fluctuations in paper prices. Actual or perceived changes in paper prices will result in fluctuations in purchases by our customers and, accordingly, impact our sales in a given year. Lower than expected sales by us during the adoption period or a general economic downturn in our market or industry could have a material adverse effect on the timing of our cash flows and, therefore, on our ability to service our obligations with respect to the notes and our other indebtedness.

Our substantial indebtedness could adversely affect our financial health.

        We have a significant amount of indebtedness. As of December 31, 2003, we had total indebtedness of $444.7 million and had $54.6 million available under the revolving portion of our Senior Credit Facility, after excluding $2.1 million of letters of credit outstanding under that facility.

        Our substantial indebtedness could have important consequences. For example, it could:

•

make it more difficult for us to satisfy our financial obligations;

27

•

increase our vulnerability to general adverse economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate needs;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

result in higher interest expense in the event of increases in interest rates as some of our debt is, and will continue to be, at variable rates of interest;



•

place us at a competitive disadvantage compared to our competitors that have less debt; and



•

limit our ability to borrow additional funds.

        In addition, the indentures governing the Senior Notes and the Senior Subordinated Notes and our Senior Credit Facility contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. These covenants limit or restrict our ability to:

•

incur additional indebtedness;



•

create liens;



•

pay dividends or make other equity distributions;



•

purchase or redeem capital stock;



•

make investments;



•

sell assets;



•

incur restrictions on the ability of subsidiaries to make dividends or distributions;



•

engage in transactions with affiliates; and



•

effect a consolidation or merger.

        The indenture governing the Subordinated Exchange Debentures limits or restricts our ability to pay dividends or make other equity distributions or purchase or redeem capital stock.

        These limitations and restrictions may adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our best interests. In addition, our Senior Credit Facility requires us to comply with certain financial ratios and our ability to borrow under it is subject to borrowing base requirements. Our ability to comply with these ratios may be affected by events beyond our control. If we breach any of the covenants in our Senior Credit Facility or our indentures, or if we are unable to comply with the required financial ratios, we may be in default under our Senior Credit Facility or our indentures. If we default, the holders of the Senior Notes or Senior Subordinated Notes or lenders under our Senior Credit Facility could declare all borrowings owed to them, including accrued interest and other fees, to be due and payable. If we were unable to repay the borrowings under our Senior Credit Facility when due, the lenders under the Senior Credit Facility could also proceed against the collateral granted to them. Currently, we are in compliance with all of our restrictive covenants.

Any problem or interruption in our supply of paper or other raw materials could delay production and adversely affect our sales.

        We rely on independent suppliers for key raw materials, principally paper, ink, bindery materials and adhesives, which may be available only from limited sources. Although supplies of our raw materials currently are adequate, shortages could occur in the future due to interruption of supply or increased industry demand.

        In addition, we do not have long-term contracts with any of our suppliers. We cannot assure you that these suppliers will continue to provide raw materials to us at attractive prices, or at all, or that we will be able to obtain such raw materials in the future from these or other providers on the scale and within the time frames we require. Although we believe we can obtain paper and other raw materials from alternate suppliers, any failure to obtain such raw materials on a timely basis at an affordable cost, or any significant delays or interruptions of supply could have a material adverse effect on our business, financial condition and results of operations.

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A significant amount of our business comes from a limited number of customers and our revenue and profits could decrease significantly if we lose one or more of them as customers.

        Our business depends on a limited number of customers. Our customers include, among others, approximately 50 autonomous divisions of the two major educational textbook publishers. Each of these divisions maintains its own manufacturing relationships and generally makes textbook manufacturing decisions independently of other divisions. Combining division sales, these two publishers accounted for approximately 28% of our net sales during 2003. We do not have long-term contracts with any of these customers. Accordingly, our ability to retain or increase our business often depends upon our relationships with each customer's divisional managers and senior executives. One or more of these customers may stop buying textbook manufacturing from us or may substantially reduce the amount of textbooks we manufacture for it. Any cancellation, deferral or significant reduction in manufacturing sold to these principal customers or a significant number of smaller customers could seriously harm our business, financial condition and results of operations.

We operate in a very competitive business environment.

        Competition in our industry is intense. In particular, the educational textbook manufacturing market is concentrated and is served by large national printers and smaller regional printers. Because of greater resources, some of our competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to the promotion and sale of their products than we can. Since the textbook manufacturing process represents a small percentage of the total cost to publish a textbook, providers of textbook manufacturing have traditionally competed on the bases of quality of product, customer service, availability of printing time on appropriate equipment, timeliness of delivery and, to a lesser extent, price. We believe that maintaining a competitive advantage will require continued investment by us in product development, manufacturing capabilities and sales and marketing. No assurance can be made that we will have sufficient resources to make the necessary investments to do so, and no assurance can be made that we will be able to compete successfully in our market or against our competitors. Accordingly, new competitors may emerge and rapidly acquire market share.

If we do not retain our key personnel and attract and retain other highly skilled employees, our business could suffer.

        If we fail to retain and recruit the necessary personnel, our business and our ability to obtain new customers, maintain the quality of our products and provide acceptable levels of customer service could suffer. The success of our business depends heavily on the leadership of our senior management personnel and certain other key employees. If any of these persons were to leave our company it could be difficult to replace them, and our business could be harmed.

        Our success also depends on our ability to recruit, retain and motivate highly skilled personnel. We believe that our success is attributable largely to the experience and stability of our labor force and our experienced and relatively stable workforce is one of our most significant assets. As our workforce ages and retirements occur, we may need to replace a significant portion of our skilled labor. Competition for these persons is intense, and we may not be successful in recruiting, training or retaining qualified personnel. Our productivity and growth depends on our ability to attract and retain additional qualified employees, and our failure to replace or expand our existing employee base could have a material adverse effect on our ability to grow.

Principal shareholder's interests may conflict with debt holders.

        DLJ Merchant Banking and certain of its affiliates own approximately 99% of Holdings' outstanding common stock. Holdings owns 100% of Von Hoffmann's common stock. As a result, DLJ

29

Merchant Banking is in a position to control all matters affecting us, and may authorize actions or have interests that could conflict with other interests.

We could face considerable business and financial risk in implementing our acquisition strategy.

        As part of our growth strategy, we may consider acquiring complementary businesses. No assurance can be made that future acquisition opportunities will exist or, if they do, that we will be able to finance those opportunities. The indentures governing the Senior Notes, Senior Subordinated Notes, Subordinated Exchange Debentures and our Senior Credit Facility contain covenants that limit our ability to incur additional indebtedness which could limit our ability to finance such acquisitions. Future acquisitions could result in us incurring debt and contingent liabilities or incurring impairment charges with respect to goodwill. Risks we could face with respect to acquisitions also include:

•

difficulties in the integration of the operations, technologies, products and personnel of the acquired company;



•

risks of entering markets in which we have no or limited prior experience;



•

potential loss of employees;



•

diversion of management's attention away from other business concerns; and



•

expenses of any undisclosed or potential legal liabilities of the acquired company.

        The risks associated with acquisitions could have a material adverse effect upon our business, financial condition and results of operations. No assurance can be made that we will be successful in consummating future acquisitions on favorable terms or at all.

If we are unable to successfully integrate the Lehigh Press business into our business, or if upon integration we fail to realize the expected cost savings of the combination, our operations could be disrupted and may suffer.

        Our acquisition of the Lehigh Press business has significantly increased the size and geographic scope of our operations. Our management's attention will be focused, in part, on the integration process for the foreseeable future. Our ability to integrate the Lehigh Press business with our existing business will be critical to the future success of our business. Our integration strategies are subject to numerous conditions beyond our control, including the possibility of negative reactions by existing customers or employees or adverse general and regional economic conditions, general negative industry trends and competition.

        We also may be unable to achieve the anticipated synergies and benefits from the Lehigh Press acquisition. If we are unable to realize these anticipated benefits due to our inability to address the challenges of integrating the Lehigh Press business or for any other reason, it could have a material adverse effect on our business and financial and operating results.

We may be required to make significant capital expenditures in order to remain technologically and economically competitive.

        Production technology in the printing industry has evolved and continues to evolve. Although we have invested approximately $96 million in equipment and plant expansions (excluding equipment obtained in acquisitions) over the past five years and do not currently forecast any further major expenditure, the emergence of any significant technological advances utilized by competitors could require us to invest significant capital in additional production technology in order to remain competitive. No assurance can be made that we would be able to fund any such investments. Our failure to invest in new technologies could have a material adverse effect on our business, financial condition or results of operations.

30

We are subject to significant environmental regulation and environmental compliance expenditures and liabilities.

        Our businesses are subject to many environmental and health and safety laws and regulations, particularly with respect to the generation, storage, transportation, disposal, release and emission into the environment of various substances. We believe we are in substantial compliance with these laws. Compliance with these laws and regulations is a significant factor in our business. Some or all of the environmental laws and regulations to which we are subject could become more stringent or more stringently enforced in the future and more stringent laws or regulations could be enacted. Our failure to comply with applicable environmental laws and regulations and permit requirements could result in civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, installation of pollution control equipment or remedial actions.

        Some environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities and sites for contamination at such facilities and sites without regard to causation or knowledge of contamination. In addition, we occasionally evaluate various alternatives with respect to our facilities, including possible dispositions or closures. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities may trigger compliance requirements that are not applicable to operating facilities. Consequently, no assurance can be made that existing or future circumstances or developments with respect to contamination will not require significant expenditures by us.

Item 7A.    Qualitative and Quantitative Disclosures About Market Risk.

        We are exposed to market risk from changes in interest rates. At December 31, 2003, we had $25.8 million in outstanding borrowings under our senior credit facility at variable rates. All of our remaining outstanding long-term debt is at fixed interest rates. We believe that the effect, if any, of reasonably possible near-term changes in interest rates on our consolidated financial position, results of operations or cash flows would not be significant.

        Two customers and their affiliates accounted approximately 28.1% of our 2003 net sales, and approximately 17.8% of December 31, 2003 accounts receivable, respectively. The loss of either of these customers or a significant reduction in order volumes from them would have a material adverse effect on us. We manage credit risk by continually reviewing creditworthiness of our customer base as well as by thoroughly analyzing new accounts to effectively manage our exposure.

Item 8.    Financial Statements and Supplementary Data.

        The information required by this item appears beginning on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

        None.

Item 9A. Controls and Procedures

        The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2003. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of December 31, 2003. There were no material changes in the Company's internal control over financial reporting during the fourth quarter of 2003.

31

        The Company's Board of Directors has adopted a code of ethics that applies to the Company's Chief Executive Officer and Chief Financial Officer. The code of ethics is available free of charge on the Company's website at www.vonhoffmann.com. Also, copies of the Company's code of ethics will be made available, free of charge, upon written request.

PART III

Item 10.    Directors and Executive Officers of the Registrant.

Directors and Executive Officers

        The names of our directors and executive officers and their respective ages and positions are as follows:

Von Hoffmann Holdings Inc. "Holdings"

Von Hoffmann Corporation "Von Hoffmann"

*

Chairman, Chief Executive Officer, President and Director of H&S Graphics, Precision and Lehigh Press.

**

Senior Vice President, Chief Financial Officer, Treasurer, Assistant Secretary and Director of H&S Graphics, Precision and Lehigh Press.

(1)

Member of the Operations Review Committee of Von Hoffmann.

32

(2)

Member of the Audit Committee of Holdings.

(3)

Member of the Compensation Committee of Holdings.

(4)

Mr. DePaul's employment was effective October 22, 2003 upon the closing of the Lehigh Press acquisition.

        Robert S. Christie was appointed as a director of Von Hoffmann and Holdings in February 2002 and was appointed as the Chairman of the Board of Holdings and Von Hoffmann in January 2003. He was the President and Chief Executive Officer for Thomson Learning Corporation from 1998 to 2001, and from 1996 to 1998, he was President and Chief Executive Officer of Thomson Learnings' subsidiary Thomson & Thomson.

        Robert S. Mathews was appointed as our Chief Operating Officer in January 2002 and as Von Hoffmann's President, Chief Executive Officer and director in February 2002. Mr. Mathews also was appointed as Chief Executive Officer, President and a director of Holdings in February 2002. From 2000 to 2002, Mr. Mathews was President of the Von Hoffmann Graphics operating division, which was merged into Von Hoffmann in February 2002. From 1997 to 2000, he served as Senior Vice President of Quebecor World, which is a competitor of ours in the book manufacturing industry, and from 1996 to 1997, Mr. Mathews was Executive Vice President of Graphic Industries Inc. From 1994 to 1996, he was a Business Unit President of R.R. Donnelley.

        Gary C. Wetzel was appointed as Senior Vice President, Chief Financial Officer and Treasurer in October 2002. From 1998 to 2002, he served as Group Vice President Finance and Administration for Quebecor World Printing.

        David F. Burgstahler has been a director of Von Hoffmann since 2000 and Holdings since 1998. He is a Director of CSFB and Principal of DLJ Merchant Banking. Mr. Burgstahler joined CSFB in 2000 when it merged with Donaldson, Lufkin & Jenrette, or DLJ, where he was a Vice President of DLJ Merchant Banking from 1999 to 2001 and an associate from 1997 to 1999. Mr. Burgstahler received a B.S. in Aerospace Engineering from the University of Kansas in 1991 and in 1995 received a M.B.A. from Harvard Business School. Mr. Burgstahler also serves as a director of WRC Media Inc., Focus Technologies Inc. and Jostens Inc. He also serves on the Board of the Diller-Quaile School of Music in New York City.

        Harold E. Layman was appointed as a director of Von Hoffmann and Holdings in December 2002. Mr. Layman was the President, Chief Executive Officer and Chief Operating Officer of Blount International, Inc., a diversified industrial company with revenues of $800 million, from 2000 to 2002. Mr. Layman has served as a director of Blount International Inc. since 2000. From 1993 to 1999, Mr. Layman served as Chief Financial Officer of Blount International Inc. Mr. Layman also serves as a director of Infinity Property and Casualty, GrafTech International Ltd, and Grant Prideco, Inc.

        John R. DePaul was appointed as Senior Vice President Education Sales & President, Lehigh Lithographers Division in October 2003. Mr. DePaul has served as President of Lehigh Lithographers since 1993. From 1992 to 1993, he served as Vice President and General Manager of Lehigh Lithographers, and from 1987 to 1992, he served as Lehigh Lithographers' New York Regional Sales Manager. Mr. DePaul has been with Lehigh Press since 1977.

        Craig A. Nelson has been Von Hoffmann's Senior Vice President of Human Resources since 1990 and joined Von Hoffmann in 1973.

        Andrew D. Ortstadt was appointed as Von Hoffmann's Chief Information Officer in April 2002. From 1998 to 2002, he served as Vice President Demand Management Systems for Moore Corporation, Ltd., known as Moore Business Forms.

        Each director serves for a term of one year.

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Audit Committee Financial Expert

        The Board of Directors of Holdings has determined that Harold E. Layman, who serves on the Audit Committee of Holdings, qualifies as an audit committee financial expert. The Board of Directors of Holdings has further determined that Mr. Layman qualifies as an independent director as that term is used in Schedule 14A under the Securities Exchange Act of 1934, as amended.

11. Executive Compensation

Compensation of Executive Officers

        The following table sets forth the cash and non-cash compensation for each of the last three fiscal years awarded to or earned by each person who served as Chief Executive Officer of Von Hoffmann or Holdings in 2003 and the four other most highly compensated executive officers serving as executive officers at December 31, 2003.

Summary Compensation Table

*

Reflects principal position at December 31, 2003

(1)

Excludes perquisites where the aggregate amount of such compensation is the lesser of either $50,000 or 10% of the total annual salary and bonus reported. Amounts for Mr. Mathews represents country club dues and reimbursement of relocation costs. Amounts for Mr. Wetzel and Mr. Ortstadt represent reimbursement of relocation costs.

(2)

Mr. Uhlenhop served as Chairman of the Board, President and Chief Executive Officer of Von Hoffmann from 1995 to February 2002. Mr. Uhlenhop served as Chairman of the Board of Holdings from February 2002 to November 2002.

(3)

Mr. Mathews served as President of the Von Hoffmann Graphics operating division, which was merged into Von Hoffmann in February 2002, from 2000 to 2001. Mr. Mathews was appointed as Chief Operating Officer in January 2002 and as President, Chief Executive Officer and a director of Von Hoffmann and Holdings in February 2002.

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(4)

Mr. Mitchell served as Chief Financial Officer and Treasurer of Von Hoffmann from 1997 through October 2002. Mr. Mitchell had also served as Vice Chairman of the Board of Von Hoffmann since 2001 and had served as an Executive Vice President of Von Hoffmann and Holdings since 2000.

(5)

Includes in 2003 for Mr. Uhlenhop, $1,035 in premiums on disability and life insurance policies; for Mr. Mathews, $14,000 in matching and profit sharing contributions to the Company's profit sharing plan and $1,242 in premiums on life insurance policy; for Mr. Wetzel, $14,000 in matching and profit sharing contributions to the Company's profit sharing plan and $1,057 in premiums on life insurance policies; for Mr. Ortstadt, $12,600 in matching and profit sharing contributions to the Company's profit sharing plan and $726 in premiums on life insurance policies.

Option/SAR Grants in the Last Fiscal Year

        In August 2002, Holdings offered a voluntary option cancellation and replacement program to certain employees. Under this program, the employees were given the opportunity, if they chose, to cancel certain outstanding stock options previously granted to them with an exercise price greater than $1.00 per share for a number of replacement options, approximately their December 31, 2002 vested position, to be granted at a future date, six months and five days from the cancellation date. Under the exchange program, options for 850,000 shares of Holdings' common stock were tendered and canceled, of which 616,695 were eligible for replacement option grants. The exercise price of each replacement option was the fair value of Holdings' common stock on the date of grant. The replacement options have terms and conditions that are substantially the same as those canceled options.

        In February 2003, the stockholders and board of directors approved the Von Hoffmann Holdings Inc. 2003 Stock Option Plan. The plan allows for a total of 2,773,400 options to be granted at the current market value. In May 2003, Holdings granted a total of 1,816,925 stock options under the 2003 Stock Option Plan of which 466,925 represented the replacement options under the 1997 Stock Option Plan which were cancelled in 2002.

        In March 2004, Holdings granted John R. DePaul options to purchase 150,000 shares of Holdings common stock at an exercise price of $1.00 per share.

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Aggregated Option/SAR Exercises During Last Fiscal Year and Fiscal Year-End Option/SAR Values

        The following table sets forth certain information with respect to the exercise of options to purchase Holdings' common stock during 2003, and the unexercised options held and the value thereof at that date, for each of the named executive officers.

        All underlying unexercised options shown in the table have an exercise price of $1.00 per share, which represents current market value.

Long Term Incentive Plan

        We have no long-term incentive plan in place.

Employment Agreements

Mathews Employment Agreement

        We entered into an employment agreement with Mr. Mathews effective as of January 1, 2002. Pursuant to that agreement, Mr. Mathews will serve in an executive position for us until December 31, 2004. Currently, Mr. Mathews serves as President and Chief Executive Officer of both Von Hoffmann and Holdings. In exchange for his services, Mr. Mathews is compensated with a base salary of $225,000, an annual non-discretionary bonus in the amount of $75,000 and an additional annual bonus in an amount equal to 1.4% of EBITDA in excess of certain EBITDA targets for each calendar year. This additional bonus may not exceed $210,000 for any calendar year. In the event that Mr. Mathews is terminated for cause, he will be entitled to his base salary through the date of his termination, but will not be entitled to any additional compensation. If Mr. Mathews is terminated without cause, he is entitled to receive an amount in cash equal to $337,500, but will not be entitled to any other compensation. The employment agreement also includes a non-competition provision prohibiting Mr. Mathews from competing with us for one year from the termination of his employment agreement.

Wetzel Employment Agreement

        We entered into an employment agreement with Mr. Wetzel effective as of October 16, 2002. Pursuant to that agreement, Mr. Wetzel will serve in an executive position for us until December 31, 2004. Currently, Mr. Wetzel serves as Chief Financial Officer, Treasurer, Senior Vice President and Assistant Secretary of both Holdings and Von Hoffmann. In exchange for his services, Mr. Wetzel is compensated with a base salary of $205,000, an annual non-discretionary bonus in the amount of $50,000 and an additional annual bonus in an amount equal to 1.4% of EBITDA in excess of certain EBITDA targets for each calendar year. This additional bonus may not exceed $205,000 for any calendar year. In the event that Mr. Wetzel is terminated for cause, he will be entitled to his base salary through the date of his termination, but will not be entitled to any additional compensation. If Mr. Wetzel is terminated without cause he is entitled to receive an amount in cash equal to $205,000,

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but will not be entitled to any other compensation. The employment agreement also includes a non-competition provision prohibiting Mr. Wetzel from competing with us for one year from the termination of his employment agreement.

DePaul Employment Agreement

        We entered into an employment agreement with Mr. DePaul which became effective upon the closing of the Lehigh Press acquisition. Pursuant to the agreement, Mr. DePaul, the Senior Vice President-Education Sales & President, Lehigh Lithographers Division, is to serve in an executive position until December 31, 2005. In exchange for his services, Mr. DePaul is compensated with a base salary of $250,000, an annual non-discretionary bonus in the amount of $50,000 and an additional annual bonus in an amount that can equal up to 35% of his base salary if certain performance and financial targets, to be established by Von Hoffmann's President and Chief Executive Officer from time to time, are met. Additionally, Holdings granted Mr. DePaul options to purchase up to 150,000 shares of Holdings common stock under the 2003 Stock Option Plan, and Mr. DePaul will have the right to purchase up to 1,000,000 shares of Holdings common stock at a price per share of $1.00 within 30 days after the acquisition of Lehigh Press, unless the time period limitation is waived by the Company. In the event that Mr. DePaul is terminated for cause, he will be entitled to his base salary through the date of his termination, but will not be entitled to any additional compensation. If Mr. DePaul is terminated without cause, he is entitled to receive an amount in cash equal to the greater of (i) $250,000, or (ii) the base salary that would otherwise have been payable to him if his employment had not been terminated and he had remained employed by us through and until December 31, 2005. The employment agreement also includes a non-competition provision prohibiting Mr. DePaul from competing with us for one year from the termination of his employment agreement.

Directors' Arrangements

        In connection with Robert S. Christie serving as director of Von Hoffmann and Holdings, Mr. Christie is reimbursed for reasonable out-of-pocket expenses that he incurs in the performance of his duties. We also pay him an annual retainer fee equal to $50,000, payable in equal quarterly installments. Additionally, we granted him options to purchase 50,000 shares of Holdings' common stock at an exercise price of $1.00 per share. Mr. Christie is also the Chairman of the Operations Review Committee of the board of directors of Von Hoffmann and a member of Holdings' Audit Committee.

        In connection with Harold E. Layman serving as director of Von Hoffmann and Holdings, Mr. Layman is reimbursed for reasonable out-of-pocket expenses that he incurs in the performance of his duties. We also pay him an annual retainer fee equal to $50,000, payable in equal quarterly installments. Additionally, we granted him options to purchase 50,000 shares of Holdings' common stock at an exercise price of $1.00 per share. Mr. Layman is also the Chairman of the Audit Committees of the board of directors of Von Hoffmann and Holdings.

        Other than Mr. Christie and Mr. Layman, none of the other directors of Von Hoffmann and Holdings receive any fees or other compensation for serving as a director. All directors are entitled to reimbursement for travel expenses associated with board activities.

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Item 12. Security Ownership of Certain Beneficial Owners and Management

        The following table sets forth information regarding beneficial ownership of Holdings' common stock as of March 30, 2004 by (i) each person we believe owns beneficially more than five percent of Holdings outstanding common stock; (ii) each of Holdings' directors and named executive officers; and (iii) each of Holdings' directors and executive officers as a group.

*

Indicates less than one percent.

(1)

Consists of (a) 82,134,000 shares and (b) warrants that are presently exercisable or exercisable, at an exercise price of $0.01 per share, within 60 days to purchase 5,000,000 shares held by the following entities: DLJ Merchant Banking Partners II, L.P., DLJ Offshore Partners II, C.V. (DLJOP), DLJMB Funding II, Inc. (DLJ Funding), DLJ Diversified Partners, L.P. (Diversified), DLJ Diversified Partners-A, L.P. (Diversified-A), DLJ EAB Partners, L.P. (EAB), DLJ First ESC L.P. (First ESC), DLJ Merchant Banking Partners Il-A, L.P. (Partners Il-A), DLJ Millennium Partners, L.P. (Millennium L.E), DLJ Millennium Partners-A, L.P. (Millennium-A), MBP II Plan Investors, L.P. and UK Investment Plan 1997 Partners (UK Investment). The address of each of DLJ Merchant Banking Partners II, L.P., DLJ Funding, Diversified, Diversified-A, EAB, First ESC, MBP II Plan Investors, L.P., Partners Il-A, Millennium L.P. and Millennium-A is 11 Madison Avenue, 16th Floor, New York, New York, 10010. The address of DLJOP is John B. Gorsiraweg 14, Willenstad, Curacao, Netherlands Antilles. The address of UK Investment is 2121 Avenue of the Stars, Fox Plaza, Suite 3000, Los Angeles, California 90067.

(2)

Includes options that are presently exercisable or exercisable within 60 days to purchase 1,601,600 shares.

(3)

Includes options that are presently exercisable or exercisable within 60 days to purchase 53,080 shares.

(4)

Includes options that are presently exercisable or exercisable within 60 days to purchase 100,000 shares.

(5)

Mr. Burgstahler is a director, in the Private Equity Group of CSFB, which contains DLJ Merchant Banking. Mr. Burgstahler does not have sole or shared voting or dispositive power over the shares held by DLJ Merchant Banking and as such do not have beneficial ownership of such shares.

(6)

Includes options that are presently exercisable or exercisable within 60 days to purchase 50,000 shares.

(7)

Includes options that are presently exercisable or exercisable within 60 days to purchase 50,000 shares

(8)

Includes options and warrants that are presently exercisable or exercisable within 60 days to purchase 395,120 shares.

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Equity Compensation Plan Information

Item 13. Certain Related Transactions.

Shareholders' Agreement

        On May 22, 1997, Holdings, DLJ Merchant Banking, ZS and management and other employees who own shares of Holdings entered into a shareholders' agreement that sets forth certain rights and restrictions relating to the ownership of Holdings' common stock and agreements among those parties as to the governance of Holdings and, indirectly, of Von Hoffmann. The agreement was amended on November 30, 2000, and subsequently amended on June 20, 2002.

        The shareholders' agreement contains provisions which, among other things and subject to certain exceptions: (i) restrict the ability of the management and employee stockholders to transfer their respective ownership interests, subject to certain rights of first refusal and tag-along rights held by the other stockholders; (ii) grant certain drag-along rights to DLJ Merchant Banking to require the remaining stockholders to sell their shares if DLJ Merchant Banking sells more than 50% of the then-outstanding shares of Holdings' common stock of Holdings and grant to the remaining stockholders, under certain circumstances, tag-along rights with respect to sales by DLJ Merchant Banking; (iii) grant to stockholders certain registration rights; and (iv) grant Mr. Uhlenhop the right, in certain circumstances, to require Holdings to sell shares to him on the same basis and in a proportional amount as any sold by Holdings to DLJ Merchant Banking.

        Holdings or its designee has the right to repurchase all shares owned by any management stockholder upon the termination of such management stockholder's employment with us. Additionally, DLJ Merchant Banking was granted demand registration and piggyback registration rights. This agreement was negotiated on an arm's length basis.

Stock Purchase Agreement with DLJ Merchant Banking

        On October 22, 2003, Holdings and DLJ Merchant Banking entered into a stock purchase agreement pursuant to which DLJ Merchant Banking purchased from Holdings 20,000,000 shares of

39

Holdings' common stock for a purchase price of $1.00 per share. The proceeds of that investment can be used by Holdings for its general corporate purposes, which may include the purchase of debt or equity securities. We believe the terms of this agreement are no less favorable to us than could be obtained from independent third parties.

Financial Services Agreement

        On March 26, 2002 we entered into a financial advisory agreement with CSFB. Pursuant to this agreement, CSFB has been retained to act as our financial advisor for a five-year period, unless terminated earlier. Under this agreement CSFB, among other things, assists us in analyzing our operations and performance and future prospects. In addition, CSFB advises us on our continued evaluation of our capital structure, potential acquisitions and strategic plan and alternatives. For its services, CSFB is entitled to receive up to $3.5 million, payable at certain times and in certain amounts, depending upon the services performed. As contemplated by the agreement, we have agreed to indemnify CSFB against specified losses or liability arising out of, or in connection with, advice and services rendered under the agreement. This agreement is terminable by either us or CSFB at any time upon written notice. We believe the terms of this agreement are no less favorable to us than could have been obtained from independent third parties. On October 31, 2003, we entered into an amendment of the financial advisory agreement which provided for the waiver of the annual advisory fee of $500,000 to be paid by us for the year 2003 and any future years unless otherwise reinstated.

Nelson Loan

        On May 22, 1997, pursuant to a non-recourse secured promissory note, DLJ Merchant Banking loaned Craig Nelson, Von Hoffmann's Vice President of Human Resources of Von Hoffmann, $100,000 at an interest rate of 9.4% per annum for the purchase of 100,000 shares of Holdings' common stock. DLJ Merchant Banking subsequently sold this promissory note to us. The promissory note is secured by a total of 200,000 shares of common stock of Holdings. As of December 31, 2003, the balance was $183,510. This agreement was negotiated on an arm's length basis.

Other

        Additionally, CSFB acted as syndication agent in connection with our senior credit facility for which it received certain customary fees and expenses. CSFB also received customary fees in connection with the amendment to our senior credit facility. CSFB has also, from time to time, provided investment banking and other financial advisory services to Holdings in the past for which it has received customer compensation, and will provide such services and financial advisory services to Holdings in the future. In particular, CSFB acted as initial purchaser in connection with the initial sale of our senior notes and our senior subordinated notes. CSFB also helped facilitate Holdings' open market purchases of our subordinated exchange debentures for which it received a fee. We believe the compensation received by CSFB in these transactions was no less favorable to us than could have been from independent third parties.

        On November 21, 2003, we entered into an agreement to engage CSFB to act as our exclusive financial advisor with respect to the sale of Lehigh Direct. Under the agreement, CSFB assists us in analyzing and evaluating Lehigh Direct, in preparing materials to distribute to potential purchasers, to evaluate potential purchasers and to assist in structuring and negotiating the sale. For its services, CSFB will receive a transaction fee equal to $1,000,000 upon the closure of the final sale.

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Item 14. Principal Accountant Fees and Services.

Independent Auditor Fee Information

        Fees for professional services provided by our independent auditors, Ernst & Young LLP, in each of the last two fiscal years, in each of the following categories (in thousands) are:

        Fees for audit services include fees associated with the annual audit, debt registration statements and the review of the Company's quarterly reports on Form 10-Q. Audit-related fees principally include fees associated with benefit plans, audit procedures in connection with the Lehigh Press acquisition and audits in connection with a proposed disposition. Tax fees included tax compliance, tax advice and tax planning. Holdings' Audit Committee's pre-approval policies and procedures consist of allowing any single audit or tax related project or series of audit or tax related projects with a cumulative value up to $25,000. All projects were pre-approved by the Holdings' Audit Committee.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)

1.    Financial Statements

        The consolidated financial statements required by this item appear on the following pages of this Annual Report on Form 10-K and are incorporated herein by reference:

2.

Financial Statement Schedule

        The Financial Statement schedule required to be filed hereunder appear on page S-1 hereof.

(b)

Reports on Form 8-K

        The Company filed a current report on Form 8-K, under Item 5. Other Events, on September 9, 2003, regarding the execution of a stock purchase agreement to purchase all the outstanding capital stock of Lehigh Press.

        The Company filed a current report on Form 8-K, under Item 2. Acquisition or Disposition of Assets, on October 22, 2003, to report the closure of the Lehigh Press acquisition.

(c)

Exhibits

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EXHIBIT INDEX

42

43

44

45

(1)

Incorporated by reference to the Registrants' Registration Statement on Form S-1 (file no. 333-90992), dated June 21, 2002.

(2)

Incorporated by reference to the Registrants' Amendment Number 1 to Registration Statement on Form S-1 (file no. 333-90992), dated August 1, 2002.

(3)

Incorporated by reference to the Registrants' Quarterly Report on Form 10-Q, dated November 12, 2002.

(4)

Incorporated by reference to the Registrants' Annual Report on Form 10-K, dated March 28, 2003.

(5)

Incorporated by reference in the Registrants' Quarterly Report on Form 10-Q, dated November 10, 2003.

(6)

Filed herewith.

†

Management contract or compensatory plan or arrangement.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrants in the capacities and on the dates indicated:

        Von Hoffmann Holdings Inc.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrants in the capacities and on the dates indicated:

        Von Hoffmann Corporation

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Von Hoffmann Holdings Inc.

        We have audited the accompanying consolidated balance sheets of Von Hoffmann Holdings Inc. and Subsidiaries at December 31, 2003 and 2002, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2003. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Von Hoffmann Holdings Inc. and Subsidiaries at December 31, 2003 and 2002, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        As discussed in Note 1 to the consolidated financial statements, in the year ended December 31, 2002, the Company changed its method for amortizing goodwill.

St. Louis, Missouri
February 12, 2004

F-2

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)

F-3

VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES

Consolidated Balance Sheets (continued)

(In thousands)