<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               -----------------

                                   FORM 10-K
(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
    EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended  January 31, 1997                         OR
                          ----------------------------------------    
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _________ to _________

                        Commission file number 0-12204


                           GRAPHIC INDUSTRIES, INC.
            (Exact name of Registrant as specified in its charter)

         GEORGIA                                           58-1101633
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

               2155 MONROE DRIVE, N.E., ATLANTA, GEORGIA   30324
            (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code 404/874-3327

Securities registered pursuant to Section 12(b) of the Act:

                                     NONE

Securities registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, $.10 PAR VALUE
                               (Title of class)

Indicate by check mark whether the Registrant (1) has 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) has been subject to such filing
requirements for the past 90 days. Yes x  No

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 registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ x ]

THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT WAS $52,143,312 AS OF APRIL 22, 1997 BASED UPON THE CLOSING SALE
PRICE AS REPORTED ON THE NASDAQ NATIONAL MARKET SYSTEM THAT DAY.

SHARES OF COMMON STOCK, $.10 PAR VALUE, OUTSTANDING AT APRIL, 22, 1997 -
7,211,908; SHARES OF CLASS B COMMON STOCK, $.10 PAR VALUE, OUTSTANDING AT APRIL
22, 1997 - 4,518,817.

Documents incorporated by reference:

PORTIONS OF THE GRAPHIC INDUSTRIES, INC. ANNUAL SHAREHOLDERS REPORT FOR THE YEAR
ENDED JANUARY 31, 1997 ARE INCORPORATED BY REFERENCE INTO PART I AND PART II.

PORTIONS OF THE GRAPHIC INDUSTRIES, INC. DEFINITIVE PROXY STATEMENT FOR ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD JUNE 3, 1997 ARE INCORPORATED BY REFERENCE
INTO PART III.

Exhibit Index begins on page  ____.  Total number of pages: ____.
<PAGE>
 
                                     PART I

ITEM 1.     BUSINESS
            --------

General
-------

          Graphic Industries, Inc. (the "Company" or "Graphic") engages in all
aspects of financial and corporate printing, reprographic services, commercial
printing, direct mail printing and other graphic communications. The Company
ranks approximately 17th by sales among commercial printing firms in North
America.  Graphic has expanded its printing and graphic arts services and its
markets through a continuing program of acquisitions of established companies in
its industry and through internal growth and development.  The Company's
competitive position has been strengthened in recent years by its substantial
capital investments in advanced equipment, including computerized multicolor
presses and digital prepress equipment.

          The Company's growth strategy is to pursue profitable expansion in its
industry on a regional and national basis through acquisitions and internal
growth together with emphasis on the use of state-of-the-art technology.

          The Company was incorporated in Georgia in 1970 and serves as the
parent of its operating subsidiaries and divisions.  As used herein, the terms
"Graphic" and "Company" include Graphic Industries, Inc. and its subsidiaries
and divisions unless the context indicates otherwise.

Acquisition History
-------------------

          Since its incorporation in 1970, Graphic has expanded from a
regionally based business with only six operating companies into national
network of 20 companies providing full service printing and graphic
communication services. These operations, located in key markets in the United
States, comprise the nation's largest network of short-to-medium run, high
quality, full color commercial printing companies.  In addition, Graphic's
operations offer print related services including: multimedia, Internet,
fulfillment, on-demand printing, creative design and reprographic services.

          Acquisitions have been made by the payment of either cash, a
combination of cash and notes issued to the sellers or by the use of stock.  The
Company has generally maintained the acquired company as a subsidiary that
continues to operate under its own name and in most cases with the previous
management.

          In considering acquisition candidates, the Company seeks those
companies which offer opportunities for increased geographic coverage, improved
productivity and profitability, complementary products and services, added
technology, capacity and equipment, strong management in place, and a reasonable
purchase price.

          The following table lists the Company's principal operating
subsidiaries and divisions, the dates of their founding or acquisition by the
Company or its predecessors, and shows their principal products and services.


                                      -2-
<PAGE>
 
                                       Fiscal Year
                                        in which
                                        Organized
Name and                    Founded    or Acquired    Principal Services
Location                      in       by Company         or Products
--------------------------------------------------------------------------------
A.C. Scanning, Inc.          1982         1985        Color separations
(1)
 Bedford, MA
 
A & E Reprographic           1979         1981        Reprographic services
& Supply Co. (2)
 Jacksonville, FL
 
Allied Reprographics,        1986         1996        Reprographic services
Inc.
  Atlanta, GA
 
Arco Blueprinter             1961         1986        Reprographic services
  Asheville, NC (2)
 
Atlanta Blue Print           1919         1963        Reprographic services;
Co.                                                   architectural,
 Atlanta, GA                                          engineering and office
                                                      products and supplies
 
Atlantic Reprographics       1983         1989        Reprographic services;
(2)                                                   architectural,
  Myrtle Beach, SC                                    engineering and office
                                                      supplies
 
Baum Printing House,         1923         1989        Financial and
Inc.                                                  corporate printing;
 Philadelphia, PA                                     graphic communications
 
Carolina Reprographics       1938         1989        Reprographic services;
(2)(3)                                                architectural,
 Columbia, SC                                         engineering and office
                                                      supplies
 
Carpenter Reserve            1946         1996        Financial and corporate
Printing Company                                      printing; graphic
  Cleveland, OH                                       communications
 
Cobb Reprographics &         1971         1971        Reprographic services
Office Supply(2)
 Marietta, GA
 
Craftsman Printing           1957         1985        Financial and
Company                                               corporate printing;
  Charlotte, NC                                       graphic communications

                                      -3-
<PAGE>
 
                                      Fiscal Year
                                       in which
                                       Organized
Name and                    Founded   or Acquired    Principal Services
Location                      in      by Company         or Products
--------------------------------------------------------------------------------

Executive Courier,          1983         1991        Courier services
Inc.(4)
 Atlanta, GA
 
Heritage Press,             1923         1986        Financial and
Inc.                                                 corporate printing;
 Dallas, TX                                          graphic communications
 
Hoechstetter Printing       1963         1989        Financial and
Company, Inc.                                        corporate printing;
 Pittsburgh, PA                                      graphic communications
 
Imaging Technologies        1992         1993        Reprographic services
Services(2)
 Augusta, GA
 
Imaging Technologies        1954         1986        Reprographic services;
Services(2)(5)                                       architectural,
 Greenville, SC                                      engineering and office
                                                     supplies
 
Imaging Technologies        1962         1986        Reprographic services
Services(2)(6)
 Spartanburg, SC
 
IPD Printing &              1978         1986        Financial and
Distributing, Inc.                                   corporate printing;
 Atlanta, GA                                         graphic
                                                     communications;
                                                     direct mail printing
 
Macon Blue Print            1918         1984        Reprographic services;
Company(2)                                           architectural
 Macon, GA                                           engineering and office
                                                     supplies
 
Mercury Printing            1961         1989        Financial and
Company, Inc.                                        corporate printing;
 Memphis, TN                                         graphic communications
 
Monroe Litho, Inc.          1960         1990        Financial and
 Rochester, NY                                       corporate printing;
                                                     graphic communications



                                      -4-
<PAGE>
 
                                       Fiscal Year
                                        in which
                                        Organized
Name and                    Founded    or Acquired    Principal Services
Location                      in       by Company         or Products
--------------------------------------------------------------------------------
Presstar Printing Corp.       1948         1997       Financial and
 Silver Spring, MD                                    corporate printing;
                                                      graphic communications
 
Quadras, Inc.                 1983         1996       Creative Design agency
  Doraville, GA
 
Southern Signatures,          1991         1995       Graphic communications
Inc.
 Atlanta, GA
 
State Printing                1891         1988       Financial and
Company, Inc.                                         corporate printing;
 Columbia, SC                                         graphic communications
 
The Central Press             1965         1985       Graphic communications
of Miami, Inc.(1)
 Pompano Beach, FL
 
Stein Educational             1924         1978       Educational services
Marketing Group
 Atlanta, GA
 
W.E. Andrews Co.,             1953         1985       Financial and
Inc.                                                  corporate printing;
 Bedford, MA                                          graphic communication;
                                                      educational services
 
W.E. Andrews Co.,             1959         1985       Financial and
Inc. of Connecticut                                   corporate printing;
(1)                                                   graphic communications
 Hartford, CT
 
Wetmore & Company             1947         1986       Financial and
 Houston, TX                                          corporate printing;
                                                      graphic communications



 
                                      -5-
<PAGE>
 
                                     Fiscal Year
                                      in which
                                      Organized
Name and                Founded    or Acquired      Principal Services
Location                  in        by Company           or Products
--------------------------------------------------------------------------------
Williams Printing       1922              1922      Financial and
Company(7)                                          corporate printing;
  Atlanta, GA                                       graphic
                                                    communications; point-
                                                    of-purchase materials
----------------------

 (1) Subsidiary of W. E. Andrews Co., Inc.

 (2) Division of Atlanta Blue Print Co.

 (3) Former name - Capital Blueprint Company.
 (4) Subsidiary of Atlanta Blue Print Co.

 (5) Former name - Piedmont Printmakers.

 (6) Former name - Spartan Blueprinters.

 (7) Predecessor to the Company.



                                      -6-
<PAGE>
 
Services and Products
---------------------

     The following table indicates the approximate percentages of total gross
revenues of the Company attributable to each class of service provided by the
Company for the indicated periods:

                                       Fiscal Years
                                    -------------------
      Class of Service               1997   1996   1995
----------------------------------  -----  -----  -----
Financial and Corporate Printing      38%    35%    34%
Graphic Communications                46     43     43
Reprographic Services                  7      7      7
Point-of-Purchase Materials            6      6      6
Direct Mail                            1      6      7
Educational Services                   2      3      3
                                    ----   ----   ----
 
      Total                          100%   100%   100%
                                    ----   ----   ----

     Due to the broad range of printing and graphic arts services provided by
the Company, the Company's business as a whole is not considered to be seasonal.

     Financial and Corporate Printing.  This category of printing consists
     ---------------------------------                                    
primarily of the printing of annual reports to shareholders, quarterly reports,
registration statements, offering circulars, 10-Ks and related documents,
corporate magazines and product announcements.

     In this market segment, the demand for multicolor printing requires the
latest technology for successful competition.  Graphic has the capability of
providing full service in-house with its numerous high-speed, computerized
multicolor presses at greater cost efficiency than companies lacking such
capabilities.  Graphic's modern equipment is complemented by strategically
located production facilities in many of the major U.S. markets for financial
and corporate printing.

     Graphic Communications.  The Company provides a broad line of graphic
     -----------------------                                              
communications services including multicolor product brochures, magazines, gift
catalogs, fine art reproductions, promotional calendars, labels, point of
purchase materials, check registers and sports programs.  Like other Graphic
products, these are marketed to local, regional and large national corporations.



                                      -7-
<PAGE>
 
     To service this market, the Company relies on new technology in both
prepress and printing production.  State-of-the-art equipment includes the
computerized production of previously labor intensive composition and pagination
for producing plates for printing.  Quality color reproductions are achieved
with laser scanners for color separations and other sophisticated prepress
processes such as digital typesetting and capabilities for receiving texts from
clients via telecommunications.

     Reprographic Services.  Graphic's 14 reprographic facilities in Georgia,
     ----------------------                                                  
Florida, North Carolina and South Carolina comprise the largest reprographic
operation in the Southeast, serving more than 8,000 customers, principally
architects, engineers and photographers.  Among the services provided by the
reprographic division are: diazo printing (blue on a white background), drafting
and office supplies, custom color and black-and-white photographic services,
color laser copying, desktop publishing, xerography, specifications printing,
and laser plotting and scanning.

     The broad line of Graphic services, modern equipment and number of
personnel provide the Company with the capability of handling high volume, fast
turnaround reprographic projects seven days a week.  The Company operates on-
premise reprographic service centers for a number of architectural and
engineering firms and also provides highly specialized production of photomural
displays with backlighting for marketing products and services of clients such
as airlines, supermarkets, fast food chains and ad agencies.
 
     Direct Mail.  Personalized direct mail requires sophisticated technology to
     ------------                                                               
produce the high quality services and products demanded by this market segment,
which includes many leading U.S. corporations. Among the specialized services
provided by Graphic are ink jet and laser imprinting, die cutting, foil
stamping, blow-on labeling, scratch-off inking and remoistenable glue,
continuous forms and the handling of complete mail packages for clients.

     Educational Services.  The Company serves a large number of leading
     ---------------------                                              
colleges and universities as well as regional and local institutions.  The
Company provides a wide range of services from design and copy writing to
production and fulfillment for educational clients.

Ancillary Services
------------------

     The Company offers a full line of ancillary services to achieve greater
integration of its printing and graphic communications operations.  These
services include creative staff, either in-house or by contract for research,
concept development, copywriting, editing, graphic design, photography and
production art.  By providing such services, the Company enhances its marketing
effort and builds customer loyalty.  Revenues attributable to these ancillary
services are included in the table of revenues above under the class of service
or product for which such services were performed.



                                      -8-
<PAGE>
 
     Warehousing, packaging, shipping and delivery services are also critical
elements in the printing industry and the Company is equipped to provide these
services by storing printed materials for its customers, handling bulk shipments
and mailing to meet customer needs.  The Company operates a number of radio-
dispatched and other delivery trucks in certain market areas or utilizes courier
services to provide customers with pickup and delivery services.

Capital Expenditures
--------------------

     The Company has increased its capabilities for printing products and
services significantly through purchases of new equipment in recent years. The
following table indicates the expenditures for capital improvements (excluding
assets of acquired businesses) during each of the last five years:

          Fiscal Year                   Aggregate Capital Expenditures
          -----------                   ------------------------------
             1993                                   6,631,110
             1994                                  21,126,441
             1995                                  21,927,430
             1996                                  24,982,790
             1997                                  23,527,407
                                                  -----------
                                         TOTAL    $98,195,178
                                                  ===========

     Except for the purchase of land, buildings and building improvements of
$1,401,369, $4,709,006, $5,246,153, $2,213,282 and $ 2,644,716 during fiscal
1993, 1994, 1995, 1996 and 1997 respectively (see Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
Item 13, Certain Relationships and Related Transactions, of this Report), the
expenditures in the table above represent additional equipment acquisitions.
These equipment additions increase the Company's production  capacity while
permitting production operations to be more labor-efficient and cost-efficient
and capable of higher quality output.

     The following is a description of certain equipment used by the Company in
its operations:

     Computerized Phototypesetting and Telecommunications.  Equipment includes
     -----------------------------------------------------                    
various electronic typesetting systems utilizing computer hardware and software
to maximize speed, versatility and quality, as well as capabilities for
telecommunications linked directly to customers' word processors or computers to
perform typesetting.

     Computerized Ink Control Panels.  Seventy-four of the Company's four-,
     --------------------------------                                      
five-, six-, seven- and eight-color presses are equipped with computerized
control panels which automatically control the application of ink and produce
high quality reproduction at high press speeds.



                                      -9-
<PAGE>
 
     Specialized Equipment.  The Company's specialized equipment, in addition to
     ----------------------                                                     
the above, includes twenty color manipulation systems which produce color
separations by computerized scanning, replacing labor-intensive handwork and
camera work, improving the quality of the product and turnaround time, and
reducing the unit cost of a separation (used in color printing).

     The Company also owns 28 saddle stitcher/collator/trimmers and perfect
binding machines.  This equipment includes a 27-pocket automatic perfect binder
which collates, binds and trims up to 864 pages in one operation and is used for
producing telephone directories and bulky catalogs.

     Printing Presses.  During fiscal 1996, the Company operated an aggregate of
     -----------------                                                          
115 sheetfed offset presses, web offset presses and letterpresses, including 74
which print four to eight colors simultaneously.

Sales and Marketing
-------------------

     The Company seeks to maximize the benefits of its diversification through
the marketing efforts of the various subsidiaries, each of which has expertise
in certain printing specialties.  Collectively, the subsidiaries have enabled
the Company to improve its overall market position in the printing industry.

     During fiscal 1997, the Company added a vice president of marketing to
coordinate and develop a marketing plan to capitalize on the synergies of the
Company's subsidiaries and to develop effective turnkey information distribution
solutions for major corporations.

     At January 31, 1997, the Company's services were marketed by 273 full-time
salaried and commissioned sales persons employed by the Company's subsidiaries.
Although each sales person has primary responsibility to represent his own
company, he has access to the full range of services performed by the Company,
thus maximizing his potential sales volume and the sales potential of Graphic.
This strategy is based on orientation of accounts by the Company's organization
to serve the total printing and graphic arts needs of its customers.

     Company sales persons participate in a comprehensive training program
operated by the particular subsidiary employing those persons, who also may
receive additional training at other subsidiaries.  The Company has experienced
a low rate of turnover among its sales force.

     Customers are billed upon completion or termination of an entire job. The
dollar amount of backlog orders, therefore, is not meaningful in the Company's
business as jobs are generally completed shortly after an order is received.

     At January 31, 1997, the Company had more than 10,000 customer accounts. No
customer accounted for as much as 10% of the Company's revenues during fiscal
1997.



                                      -10-
<PAGE>
 
Employees
---------

     The Company employed 3,348 associates at January 31, 1997. Approximately 6
percent of the Company's associates are represented by one of two unions
covering mostly pressroom and bindery personnel.  Collective bargaining
contracts are negotiated on an individual plant basis.  The Company has not
experienced any significant work stoppages in more than 10 years.

Competition
-----------

     The printing and graphic arts industry is one of the largest and most
geographically dispersed manufacturing industries in the United States.  The
U.S. Department of Commerce estimates there are approximately 33,000 commercial
printing plants in the nation with shipments of commercial printing reaching
approximately $45 billion in 1995.  Most of the Company's operations are
included in the commercial printing category.

     Competition in the printing industry is principally based on quality,
service and price.  The Company believes it competes effectively on all of these
bases.  The Company competes directly with a number of printers throughout the
nation, some of which are subsidiaries or divisions of companies having much
greater financial resources than the Company.

Material
--------

     Although the Company purchases a number of different materials for its
operations, such as paper, ink, film and plates, only the purchase of paper is
significant.  The Company purchases paper from various mills and local
suppliers, with many alternate sources of paper available.  The Company has
experienced no difficulty in obtaining adequate suppliers of paper or other
materials nor is any difficulty anticipated in the future.



                                      -11-
<PAGE>
 
ITEM 2.   PROPERTIES
          ----------

     The following table contains information regarding the Company's facilities
as of April 22, 1997, all of which are leased except as otherwise noted:
 
Facility                          Square Feet             Use (1)
--------------------------------  -----------  ------------------------------
 
Graphic Industries, Inc.(2)(3)       9,080     Corporate
  Atlanta, GA                                  headquarters
 
A & E Reprographic &                 9,150     Production, sales and office
Supply Co.
  Jacksonville, FL
 
Allied Reprographics,Inc.           20,750     Production, sales and office
   Atlanta, GA
 
Arco Blueprinter                     4,000     Production, sales and office
  Asheville, NC
 
Atlanta Blue Print Co.              43,500     Production, sales and office
  Atlanta, GA
 
Atlantic Reprographics               5,000     Production, sales and office
  Myrtle Beach, SC
 
Baum Printing House, Inc.           61,848     Production, sales and office
  Philadelphia, PA
 
Carolina Reprographics               8,700     Production, sales and office
  Columbia, SC
 
Carpenter Reserve Printing Co.      39,600     Production, sales and office
   Cleveland, OH
 
Cobb Reprographics &                 3,600     Production, sales and office
Office Supply
  Marietta, GA
 
Craftsman Printing Company(2)       94,956     Production, sales, office and
  Charlotte, NC                                warehouse
 
Executive Courier, Inc.(2)           4,000     Sales and office
  Atlanta, GA





                                      -12-
<PAGE>
 
Facility                          Square Feet             Use (1)
--------------------------------  -----------  ------------------------------
 
Heritage Press, Inc.(2)(3)          106,000    Production, sales, office and
  Dallas, TX                                   warehouse
 
Hoechstetter Printing               138,000    Production, sales and office
Company, Inc.(2)
  Pittsburgh, PA
 
Imaging Technologies                  1,200    Production, sales and office
Services
  Augusta, GA
 
Imaging Technologies                 15,000    Production, sales and office
Services
  Greenville, SC
 
Imaging Technologies                  3,600    Production, sales and office
Services
  Spartanburg, SC
 
IPD Printing & Distributing,        208,440    Production, sales, office and
Inc. (2)                                       warehouse
  Atlanta, GA
 
Macon Blue Print Company             10,000    Production, sales and office
  Macon, GA
 
Mercury Printing Company,            54,134    Production, sales and office
Inc.
  Memphis, TN
 
Monroe Litho, Inc.                   53,000    Production, sales and office
  Rochester, NY
 
Presstar Printing Corporation(2)     83,000    Production, sales and office
  Silver Spring, MD
 
Quadras, Inc.                        36,000    Production, sales and office
   Doraville, GA
 
Southern Signatures, Inc.(2)         25,000    Production, sales and office
  Atlanta, GA
 
State Printing Company(2)            60,000    Production, sales and office
  Columbia, SC
 
The Central Press of                 40,000    Production, sales and office
Miami, Inc.(2)
  Pompano Beach, FL



                                      -13-
<PAGE>
 
Facility                          Square Feet             Use (1)
--------------------------------  -----------  ------------------------------
Stein Education Marketing             6,000    Sales rooms and production
Group(2)
  Atlanta, GA
 
W.E. Andrews Co., Inc.(4)           104,709    Production, sales and office
  Bedford, MA
 
W.E. Andrews Co., Inc. of            43,726    Production, sales and office
Connecticut
  Hartford, CT
 
Wetmore & Company(2)(5)             129,642    Production, sales, office and
  Houston, TX                                  warehouse
 
Williams Printing Company(2)(3)     139,160    Production, sales, office and
  Atlanta, GA                                  warehouse


----------------------------

(1)  Building space used for "production" as shown in the table above   includes
     functions such as layout, design, typesetting, printing, binding,
     photographic processes and finishing. The Company believes that its
     facilities are in good condition and adequate for the purposes for which
     they are used. The aggregate annual rental cost for the total of
     approximately 417,218 square feet of leased space described above is
     approximately $1,882,125. See Note 6 of Notes to Consolidated Financial
     Statements in Item 8 of this Report.

(2)  These facilities are owned by the company.

(3)  Includes two facilities.

(4)  Includes two facilities, one of which is owned by the Company (73,000
     square feet).

(5)  Includes two facilities, one of which is owned by the Company (112,043
     square feet).



                                      -14-
<PAGE>
 
ITEM 3.  LEGAL PROCEEDINGS
         -----------------

     At the end of fiscal year 1997, there were no material pending legal
proceedings to which the Company was a party or to which any of its property was
the subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

     None.

ITEM 4(A).  EXECUTIVE OFFICERS OF THE REGISTRANT
            ------------------------------------

     Officers are elected annually and serve at the discretion of the Board of
Directors.  The executive officers of the Company are as follows:


                           Position with Company,
                           Principal Occupation,
                           Business Experience,
        Name               Other Directorships                       Age
------------------------- -----------------------------------      -------

Mark C. Pope III           Chairman of the Board of                   72
                           Graphic Industries since
                           1970 and President of
                           Graphic Industries 1970-
                           1989
 
Alvan A. Herring, Jr.      Vice President of Graphic                  53
                           Industries since 1990;
                           President, Foote & Davies,
                           Inc. 1989-90; Senior Vice
                           President Foote & Davies, Inc.
                           1982-1989
 
Joseph A. Fasolo           Vice President of Graphic                  54
                           Industries since 1994;
                           President of Baum Printing,
                           Inc. 1988-1996(1)

Jim R. Tidwell             Vice President of Graphic                  56
                           Industries since 1993;
                           President of Craftsman
                           Printing Company since
                           1993; President of Heritage
                           Press, Inc. 1991-93;
                           President of Wetmore &
                           Company 1988-91(1)



                                      -15-
<PAGE>
 
                           Position with Company,
                           Principal Occupation,
                           Business Experience,
         Name              Other Directorships                       Age
----------------------     -----------------------------------     -------

Ellis T. Alexander         Vice President of Graphic                  45
                           Industries since 1996;
                           President of The Stein Printing
                           Company, Inc. 1994-1996; Vice
                           President-Operations Williams
                           Printing Company 1992-1994, and
                           Senior Vice President L.P.
                           Thebault Company 1986-1992 (1)
 
Donald S. Forshay          Vice President-Sales & Marketing           51
                           of Graphic Industries, Inc. since
                           1996; Vice President-Sales &
                           Marketing of Custom Printing Co.
                           1995-1996; and Vice President
                           Sales & Marketing Hart Graphics
                           Co. 1989-1995
 
Jeff Glover                Vice President of Graphic                  38
                           Industries, Inc. since 1996;
                           President of Wetmore & Company
                           since 1993; and Executive Vice
                           President Wetmore & Company
                           1991-1993 (1)
 
David S. Fraser            Chief Financial Officer and                58
                           Treasurer of Graphic Industries,
                           Inc. since 1994; President of       
                           L.S. Brown Co. and Marine
                           Distributors, Inc. 1986-1994
 
Donald P. Hunnicutt, Sr.   Secretary of Graphic                       53
                           Industries since 1987;
                           Controller of Graphic
                           Industries 1983-1987


----------------------
 
(1)  Baum Printing, Inc., Craftsman Printing Company, Heritage Press, Inc., The
     Stein Printing Company, Inc., Wetmore & Company and Williams Printing
     Company are wholly-owned subsidiaries of the Company.



                                      -16-
<PAGE>
 
                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------

     This information is incorporated by reference to "Market For Common Stock"
and "Dividend Information" on the inside back cover of the Registrant's annual
shareholders report for the year ended January 31, 1997.

ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------

     This information is incorporated by reference to "5-Year Comparative
Summary of Operations" and "5-Year Comparative Consolidated Balance Sheets" on
pages 4-7 of the Registrant's annual shareholders report for the year ended
January 31, 1997.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         -------------------------------------------------
         CONDITION AND RESULTS OF OPERATIONS
         -----------------------------------

     "Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 18-20 of the Registrant's annual shareholders report for
the year ended January 31, 1997 are incorporated by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

     The report of independent auditors and consolidated financial statements
included on page 21-32 of the Registrant's annual shareholders report for the
year ended January 31, 1997 are incorporated by reference.

     "Quarterly Results of Operations" on page 33 of the Registrant's annual
shareholders report for the year ended January 31, 1997 are incorporated herein
by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

     Not applicable.



                                      -17-
<PAGE>
 
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
          --------------------------------------------------

     Information concerning directors is incorporated by reference to "Proposal
1 - Election of Directors" in the Registrant's definitive Proxy Statement for
the 1997 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission within 120 days of the end of the

Registrant's 1997 fiscal year.

     Reference is also made to Item 4(A) of Part I of this Report, "Executive
Officers of the Registrant," which information is incorporated herein by
reference.

ITEM 11.  EXECUTIVE COMPENSATION
          ----------------------

     This information is incorporated by reference to "Executive Compensation -
Executive Compensation Tables", in the Registrant's definitive Proxy Statement
for the 1997 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission within 120 days of the end of the Registrant's 1997 fiscal
year.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          ---------------------------------------------------
          MANAGEMENT
          ----------

     This information is incorporated by reference to "Proposal 1 - Election of
Directors" in the Registrant's definitive Proxy Statement for the 1997 Annual
Meeting of Shareholders, to be filed with the Securities and Exchange Commission
within 120 days of the end of the Registrant's 1997 fiscal year.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

     This information is incorporated by reference to "Proposal 1 - Election of
Directors - Certain Transactions" in the Registrant's definitive Proxy Statement
for the 1997 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission within 120 days of the end of the Registrant's 1997 fiscal
year.



                                      -18-
<PAGE>
 
                                      PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          -------------------------------------------------------
          FORM 8-K
          --------

          (a) The following documents are filed as part of this Report:

              1.  Financial Statements.
 
                  The following consolidated financial statements of the
                  Registrant, included in the annual shareholders report for
                  fiscal year ended January 31, 1997, are incorporated by
                  reference in Item 8:

                  *  Consolidated Balance Sheets - January 31, 1997 and 
                     January 31, 1996.

                  *  Consolidated Statements of Income - fiscal years ended
                     January 31, 1997, 1996 and 1995.

                  *  Consolidated Statements of Shareholders' Equity - fiscal
                     years ended January 31, 1997, 1996 and 1995.

                  *  Consolidated Statements of Cash Flows - fiscal years ended
                     January 31, 1997, 1996 and 1995.

                  *  Notes to Consolidated Financial Statements - January 31,
                     1997.
              2.  Financial Statement Schedule


     Schedule     The following consolidated statement schedule of the
     --------     Registrant is included in Item 14(d):
      Number
      ------
             II   Valuation and Qualifying Accounts.



                                      -19-
<PAGE>
 
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.

     3.  Exhibits incorporated by reference or filed with this
     report:

Exhibit
-------
Number  Description
------  -----------

3(a)    Amended and Restated Articles of Incorporation of Registrant. (1)

3(b)    By-laws of Registrant. (2)

4(a)    Instruments defining the rights of security holders. See Articles V and
        VI of the Amended and Restated Articles of Incorporation contained in
        Exhibit 3(a) and Articles Two and Seven of the By-laws contained in
        Exhibit 3(b). (2)

4(b)    Form of Indenture, including Form of Debenture, between Registrant
        and the First National Bank of Atlanta. (3)

10(a)*  Incentive Stock Option Plan and Form of Option Agreement of
        Registrant. (4)

10(b)*  Profit Sharing Plan and Trust of Registrant, together with Call,
        Put and Right of First Refusal Agreement. (5)

10(c)*  Payroll-Based Employee Stock Ownership Plan and Trust of Registrant.
        (6)

10(d)   Officers' and Directors' Liability Insurance Policy issued by
        National Union Fire Insurance Co. (5)

10(l)   Stock Purchase Agreement dated July 12, 1990 between the Registrant
        and Dyment Limited with respect to the sale of Finish It, Inc. (1)

10(m)   Asset Purchase Agreement dated October 1, 1990 between the Registrant
        and Vista Business Forms, Inc. with respect to the sale of KAL Forms,
        Inc. (1)

10(n)   Term Loan Agreement dated July 17, 1990 between Monroe Litho, Inc. and
        Trust Company Bank with form of Term Note and Guaranty of the
        Registrant. (1)



                                      -20-
<PAGE>
 
10(o)  Receivable Financing Agreement dated September 28, 1990 between W.E.
       Andrews Co., Inc. of Connecticut and Bank of New England together with
       Security Agreement, Installment Promissory Note and Guaranty of W.E.
       Andrews Co. (1)

10(p)  Receivable Financing Agreement dated December 17, 1990 between Edwards &
       Broughton Company and First Citizens Bank together with Installment
       Promissory Note, Security Agreement and Guaranty of the Registrant. (1)

10(q)  Receivable Financing Agreement dated December 26, 1990 between Baum
       Printing House, Inc. and Philadelphia National Bank together with
       Installment Promissory Note, Security Agreement and Guaranty of the
       Registrant. (1)

10(u)  Stock Purchase Agreement dated as of January 26, 1984    among the
       Registrant, W.E.A., Inc. and W.E. Andrews Co. Inc., with exhibits. (7)

10(aa) Stock Purchase Agreement dated September 11, 1985 among the Registrant,
       IPD Acquisition Corp., IPD Printing & Distributing, Inc., and Equifax,
       Inc., with exhibits and Articles of Merger. (8)
       
10(ff) Promissory Note from the Registrant and Craftsman Printing Company to
       Life Insurance Company of Georgia; Security Agreement between Craftsman
       Printing Company and Life Insurance Company of eorgia; Deed of Trust
       among Craftsman Printing Company, Lewis H. Parham, Jr., and Life
       Insurance Company of Georgia; and Guaranty from Registrant to Life
       Insurance Company of Georgia. (9)

10(gg) Promissory Note from the Registrant and Wetmore & Company to Life
       Insurance Company of Georgia; Deed of Trust among Wetmore & Company, John
       B. Stewart and Life Insurance Company of Georgia; and Guaranty Agreement
       from Registrant to Life Insurance Company of Georgia. (9)

10(hh) Real Estate Note from Registrant and IPD Printing & Distributing, Inc. to
       Life Insurance Company of Georgia; Deed to Secure Debt from IPD Printing
       & Distributing, Inc. to Life Insurance Company of Georgia; Security
       Agreement between IPD Printing & Distributing, Inc. and Life Insurance
       Company ofGeorgia; and Guaranty from Registrant to Life Insurance Company
       of Georgia. (9)

10(ii) 1988 Incentive Stock Option Plan. (10)

10(jj) Lease Agreement dated December 1, 1981, as amended, and Agreement
       and Release of Guaranty dated October 30, 1987. (10)


                                      -21-
<PAGE>
 
10(kk)  Stock Purchase Agreement dated September 14, 1988 among the Registrant,
        Mercury Acquisition Company and the Shareholders of Mercury Printing
        Company, Inc. with exhibits. (11)

10(ll)  Stock Purchase Agreement dated June 8, 1988 among the Registrant,
        Harvey A. Hoechstetter, HPC Acquisition Corp., and Hoechstetter Printing
        Company, Inc. with exhibits and Articles of Merger. (11)

10(mm)  Stock Purchase Agreement dated August 12, 1988 among the Registrant,
        Baum Acquisition Co., Baum Printing House, Inc., Seymour Z. Baum, Joseph
        A. Fasolo and Seymour Z. Baum, as trustee, with exhibits and Articles of
        Merger. (11)

10(qq)  First Mortgage Real Estate Note and Deed to Secure Debt and Security
        Agreement between the Registrant and Jefferson-Pilot Life Insurance
        Company. (11)

10(rr)  Real Estate Note and Mortgage between Printing Service, Inc. and
        Jefferson-Pilot Life Insurance Company dated June 29, 1988. (11)

10(ss)  First Mortgage Real Estate Note and Deed to Secure Debt and Security
        Agreement between State Printing Company and Jefferson-Pilot Life
        Insurance Company dated May 24, 1988. (11)

10(tt)  Stock Purchase Agreement dated July 31, 1989 among the Registrant,
        Monroe Litho, Inc., Monroe Acquisition, Inc., and the Shareholders of
        Monroe Litho, Inc. with exhibits. (12)

10(ww)* 1991 Incentive Stock Option and Non-Qualified Stock Options Plan
        and Form of Option Agreement of Registrant. (2)

10(xx)* 1992 Restricted Stock Award Plan of Registrant. (2)

10(yy)  Receivable Financing Agreement and Term Loan Agreement dated March 3,
        1992 between NationsBank, Atlanta Blue Print Company, Inc., Craftsman
        Printing Company, Heritage Press, Inc., IPD Printing & Distributing,
        Inc., The Stein Printing Company, Inc., Wetmore & Company, Williams
        Printing Company and the Registrant. (2)



                                      -22-
<PAGE>
 
10(zz)   Form of Sale and Leaseback Agreement between Fleet Credit Corporation,
         W.E. Andrews Co., Inc., W.E. Andrews Co., Inc. of Connecticut, Baum
         Printing, Inc., The Central Press of Miami, Inc., Graphic Direct, Inc.-
         Illinois, Heritage Press, Inc., IPD Printing & Distributing, Inc., The
         Stein Printing Company, Inc., Wetmore & Company, Williams Printing
         Company and the Registrant. (2)

10(aaa)  Sale and Leaseback Agreement between Fleet Credit Corporation,
         W.E. Andrews Co., Inc. and the Registrant. (5)

10(bbb)  First Mortgage Real Estate Note and Deed to Secure Debt and Security
         Agreement between Heritage Press, Inc. Protective Life Insurance
         Company and the Registrant dated February 4, 1992. (5)

10(ccc)  First Mortgage Real Estate Note and Deed to Secure Debt between Baum
         Printing, Inc., MetLife Corporation and the Registrant dated August 27,
         1992. (5)

10(ddd)  First Mortgage Real Estate Note and Deed to Secure Debt between
         MetLife Corporation and the Registrant dated August 27, 1992. (5)

10(eee)  Receivable Financing Agreement dated October 20, 1992 between
         Executive Courier, Inc. and the Merchant Bank of Atlanta together with
         Installment Promissory Notes and Guaranty of the Registrant. (5)

10(fff)  Term Note Agreement, Promissory Note and Security Agreement between
         State Printing Company, Inc., First Union National Bank of Georgia and
         the Registrant along with Guaranty of the Registrant. (5)

10(ggg)  Letter Loan Agreement, Installment Term Notes and Master Demand Note
         between Graphic Direct, Inc.-Illinois, Graphic Direct, Inc.-Michigan,
         NBD Bank, NA and the Registrant along with Guaranty of the Registrant.
         (5)

10(hhh)  Loan and Security Agreement and Form of Promissory Note among the
         Registrant, Atlanta Blue Print Co., Baum Printing, Inc., The Central
         Press of Miami, Inc., Craftsman Printing Company, Edwards & Broughton
         Co., Graphic Direct, Inc.-Illinois, Graphic Direct, Inc.-Michigan,
         Heritage Press, Inc., Hoechstetter Printing Company, Inc., IPD Printing
         & Distributing, Inc., Mercury Printing Company, Inc., State Printing
         Company, Inc., The Stein Printing Company, Inc., W.E. Andrews Co.,Inc.,
         W.E. Andrews Co., Inc. of Connecticut, Wetmore & Company, Williams
         Printing Company, A.C. Scanning, Inc., and the CIT Group/Equipment
         Financing, Inc. dated July 29, 1993. (13)


                                      -23-
<PAGE>
 
10(iii)  Amended and restated Financing Agreement, along with the First and
         Second Amendment thereto, among the Registrant, Atlanta Blue Print Co.,
         Baum Printing, Inc., The Central Press of Miami, Inc., Craftsman
         Printing Company, Edwards & Broughton Co., Graphic Direct, Inc.-
         Illinois, Graphic Direct, Inc.-Michigan, Heritage Press, Inc., IPD
         Printing & Distributing, Inc., Mercury Printing Company, Inc., State
         Printing Company, Inc., The Stein Printing Company, Inc., Wetmore &
         Company, Williams Printing Company and NationsBank of Georgia, N.A.
         dated August 6, 1993. (13)

10(jjj)  First Mortgage Real Estate Note and Deed to Secure Debt between
         the Registrant and MetLife Corporation dated January 26, 1994. (13)

10(kkk)  Offer to Purchase and Supplement to Offer to Purchase between the
         Registrant and Kenneth A. Walt, as Trustee for the Estate of Graphic
         Dynamics, Inc. dated January 31, 1994. (13)

10(lll)  Agreement and Plan of Reorganization between the Registrant, SS
         Acquisition Co., Southern Signatures, Inc., Brian R. Smith, MI
         Holdings, Inc. and Steven C. Carson, M.D., Pension Fund dated April 19,
         1994. (14)

10(mmm)  Promissory Note and Master Security Agreement between Mercury Printing
         Company, Fleet Credit Corporation and the Registrant dated May 5, 1994.
         (14)

10(nnn)  First Mortgage Real Estate Note and Security Agreement between the
         Registrant and MetLife Capital Financial Corporation dated July 21,
         1994. (14)

10(ooo)  Promissory Note, Credit Agreement and Security Agreement between
         Wetmore & Company, Texas Commerce Bank and the Registrant dated
         September 14, 1994 along with Guaranty of the Registrant. (14)

10(ppp)  Term Loan, Security and Guaranty Agreement between IPD Printing &
         Distributing, Inc., Trust Company Bank and the Registrant dated
         November 30, 1994. (14)

10(qqq)  First Mortgage Real Estate Note, deed to secure debt and Security
         Agreement between the Registrant and MetLife Capital Financial
         Corporation dated December 27, 1994. (14)

10(rrr)  Agreement and Plan of Reorganization between the Registrant, Quadras
         Acquisition Company, QQQ, Inc., Quadras, Inc., Sara Senie Harris and
         Cynthia A. Morgan dated November 1, 1995. (15)

10(sss)  Agreement and Plan of Merger between the Registrant, Allied Acquisition
         Corp., Allied Reprographic Services,Inc. and Vernon E. Langford dated
         August 1, 1995. (15)
                                     -24-
<PAGE>
 
10(ttt)  Agreement and Plan of Merger between the Registrant, Carpenter Reserve
         Printing Company, Carpenter Acquisition Company and the shareholders of
         Carpenter Reserve Printing Companay dated September 21, 1995. (15)

10(uuu)  Credit Agreement between the Registrant, co-agents and NationsBank
         of Georgia, NA, as agent, dated December 21, 1995. (15)

10(vvv)  Asset Sale Agreement between the Registrant, Bausch & Lomb
         Incorporated, and Monroe Litho, Inc., a wholly owned subsidiary of the
         Registrant, dated December 1, 1995. (15)

10(www)  Form of First, Second and Third Amendments to Credit Agreement between
         the Registrant, co-agents and NationsBank of Georgia, NA, as agent,
         dated June 27, 1996, November 18, 1996 and January 31, 1997
         respectively.

10(xxx)  Promissory Note, Deed to Secure Debt and Security Agreement between the
         Registrant and Metlife Capital Financial Corporation dated December 31,
         1996.

10(yyy)  Promissory Note, Indemnity Deed of Trust and Security Agreement between
         the Registrant and Metlife Capital Financial Corporation dated January
         31, 1997.

10(zzz)  Asset Purchase Agreement between the Registrant, Presstar Acquisition
         Corp., and Ex-Speed-ite Service, Inc. dated October 23, 1997.

10(aaaa) Promissory Note, Mortgage and Security Agreement between the Registrant
         and Metlife Capital Financial Corporation dated January 31, 1997.

11       Computation of Earnings Per Share.

13       The Registrant's 1997 Annual Shareholders Report. With the exception of
         information expressly incorporated herein by reference, the 1997 Annual
         Shareholders Report is not deemed to be filed with the commission.

21       Subsidiaries of the Registrant.

23       Consent of Independent Auditors.

*        Compensatory Plan, arrangement or management contract.

--------------------

(1)  Incorporated herein by reference to Exhibit of the same number of
the Registrant's Annual Report on Form 10-K for the fiscal year ended January
31, 1991. (File No. 0-12204).

                                      -25-
<PAGE>
 
(2)     Incorporated herein by reference to Exhibit of the same number of  the
Registrants Annual Report on Form 10-K for the fiscal year ended January 31,
1992. (File No. 0-12204)

(3)     Incorporated herein by reference to Exhibit of the same number to   the
Registrant's Registration Statement on Form S-1 as filed on April 30, 1986 (Reg.
No. 33-5277).

(4)     Incorporated herein by reference to Exhibit of the same number to 
Amendment No. 2 to the Registrant's Registration Statement on Form S-1
filed on December 13, 1983 (Reg. No. 2-86411). 
 
(5)     Incorporated herein by reference to Exhibit of the same number of
the Registrants Annual Report on Form 10-K for the fiscal year ended
January 31, 1993. (File No. 0-12204). 
 
(6)     Incorporated herein by reference to Exhibit of the same number to
the Registrant's Registration Statement on Form S-1 as filed on October
2, 1985 (Reg. No. 33-600).
 
 
(7)     Incorporated herein by reference to Exhibit 2 to the Registrant's 
Current Report on Form 8-K as filed on February 16, 1984 (File No. 0-12204).
 
 
(8)     Incorporated herein by reference to the Registrant's Current Report
on Form 8-K as filed on September 26, 1985 (File No. 0-12204).
 
(9)     Incorporated herein by reference to Exhibit of the same number to the
Registrant's Annual Report on Form 10-K for the fiscal year ended Jamuary 31,
1987 (File No. 0-12204). 

(10)    Incorporated herein by reference to Exhibit of the same number to the
Registrant's Annual Report on Form 10-K for the fiscal year ended January 31,
1988 (File No. 0-12204).

(11)    Incorporated herein by reference to Exhibit of the same number to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1989.  (File No. O-12204)

(12)    Incorporated herein by reference to Exhibit of the same number of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1990. (File No. 0-12204).

(13)    Incorporated herein by reference to Exhibit of same number of the
Registrants Annual Report on Form 10-K for the fiscal year ended January
31, 1994. (File No. 0-12204).

(14)    Incorporated herein by reference to Exhibit of same number of the
Registrants Annual Report on Form 10-K for the fiscal year ended January
31, 1995. (File No. 0-12204) 

                                      -26-
<PAGE>
 
(15)    Incorporated herein by reference to Exhibit of same number of the
Registrants Annual Report on Form 10-K for the fiscal year ended January 31,
1996. (File No. 0-12204).

   (b)  Reports on Form 8-K.

        No reports on Form 8-K were filed during the quarter ended 
        January 31, 1997.



                                      -27-
<PAGE>
 
                                   SIGNATURES


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

                                  GRAPHIC INDUSTRIES, INC.

Date:  April 29, 1997                   By:  /s/  Mark C. Pope, III
                                             -------------------------
                                             Mark C. Pope, III
                                             Chairman of the Board
 


          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Date:  April 29, 1997                   /s/  Mark C. Pope, III
                                        -------------------------------
                                        Mark C. Pope, III
                                        Chairman of the Board
                                        (Principal Executive Officer)

Date:  April 29, 1997                   /s/  David S. Fraser
                                        -------------------------------
                                        David S. Fraser
                                        Chief Financial Officer and
                                        Treasurer
                                        (Principal Financial and
                                        Accounting Officer)

Date:  April 29, 1997                   /s/  Leo Benatar
                                        -------------------------------
                                        Director

Date:  April 29, 1997                   /s/  William A. Wood, Jr.
                                        -------------------------------
                                        Director

Date:  April 29, 1997                   /s/  John R. Pope
                                        -------------------------------
                                        John R. Pope
                                        Director

Date:  April 29, 1997                   /s/  Alvan A. Herring, Jr.
                                        -------------------------------
                                        Alvan A. Herring, Jr.
                                        Director

Date:  April 29, 1997                   /s/  Ralph N. Strayhorn, Jr.
                                        ------------------------------
                                        Ralph N. Strayhorn, Jr.
                                        Director



                                      -28-
<PAGE>
 
Date:  April 29, 1997                   /s/  Warren E. Andrews
                                        ------------------------------
                                        Warren E. Andrews
                                        Director

Date:  April 29, 1997                   /s/  Carter D. Pope
                                        -----------------------------
                                        Carter D. Pope
                                        Director

Date:  April 29, 1997                   /s/  James A. Hatcher
                                        -------------------------------
                                        James A. Hatcher
                                        Director

 
 



                                      -29-