UNITED STATES
                       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
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       OR

[ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from ___ to ___

                        Commission file number 333-90992


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


                            Delaware                         22-1661746
                            Delaware                         43-0633003
                (State or other jurisdiction of              (I.R.S. Employer
               incorporation or organization)                Identification No.)


               1000 Camera Avenue, St. Louis, MO                   63126
               (Address of principal executive offices)          (Zip code)


       Registrants' telephone number, including area code: (314) 966-0909


        Securities registered pursuant to Section 12(b) of the Act: None

 Securities registered pursuant to Section 12(g) of the Act: Common Stock: None


     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 [X] No [ ]

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

     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. [x]

     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 28, 2003 was 63,154,444 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.


<PAGE>
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" or "we"). We are a leading manufacturer of elementary and high
school four-color case-bound and soft-cover educational textbooks in the United
States. 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 also
manufacture products for the commercial printing marketplace 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 provide our customers with
a full range of value-added printing and design services from early design to
final distribution. We believe we have an established reputation for superior
quality, reliability and customer service, allowing us to build strong
relationships with our customers, which include the major publishers of
educational textbooks in the United States, including Houghton Mifflin, Pearson,
McGraw-Hill and Harcourt. We estimate that our market share in our core
business, the manufacture of four-color case-bound ELHI textbooks, was
approximately 40% in 2002.

          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 market. 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
and test kits. In 2000, we further diversified our product offerings with the
addition of plastic inserts and overhead transparencies. These acquisitions
allow us to offer a broad range of products and services to the instructional
materials market, from early design to manufacture to distribution. In addition
to solidifying our position in the instructional materials market, our
acquisitions have enabled us to expand our presence in the commercial printing
market.

          Over the past five years, we have also invested approximately $102
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.




<PAGE>
          Holdings (which was formerly known as Von Hoffmann Corporation) 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 (which was formerly known as Von Hoffmann Press, Inc.)
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, 63123, 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 71% of our 2002 net sales. Within the overall
instructional materials market, we focus principally on the ELHI and college
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, standardized testing 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 2005.

          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.

          Funds allocated to instructional materials at the ELHI levels
increased from 1999 to 2001 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--California,



                                       2
<PAGE>
Florida, Texas, New York and Illinois, which account for approximately one third
of all spending--saw a combined state funding increase of 15.2% from 1999 to
2001, reaching $1.1 billion for the 2001-2002 school year.

          According to the 2002 Veronis Suhler Communications Industry Forecast,
or the Veronis Forecast, projected total spending on ELHI instructional
materials is expected to increase at a compound annual growth rate of 5.6% from
2001 to 2006, reaching an estimated $5.0 billion in 2006. Increased state
funding, anticipated adoptions and moderate 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 16.5 million by
the year 2006, an increase of approximately 8.0% from 2001. Full time
enrollments increased five years in a row from 1997 to 2001. 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.

          According to the Veronis Forecast, end-user spending on college
instructional materials is projected to rise at a compound annual growth rate of
5.9% from 2001 to 2006, reaching an estimated $5.4 billion in 2006.

THE COMMERCIAL PRINTING MARKET

          We compete in a $7 billion subset of the $100 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. 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.

OPERATING DIVISIONS

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


<TABLE>
<CAPTION>

OPERATING DIVISION                        PRODUCT AND SERVICE OFFERINGS
------------------------------------ ------ ------------------------------------------------------------------------------------
<S>                              <C>      <C>
Von Hoffmann                          --      Four-color hard- and soft-cover educational textbooks
------------------------------------ ------ ------------------------------------------------------------------------------------
                                      --      One- and two-color educational textbooks
------------------------------------ ------ ------------------------------------------------------------------------------------
                                      --      Standardized, secure educational testing materials
------------------------------------ ------ ------------------------------------------------------------------------------------
                                      --      Commercial one-, two- and four-color books
------------------------------------ ------ ------------------------------------------------------------------------------------
                                      --      Fulfillment
------------------------------------ ------ ------------------------------------------------------------------------------------
Precision Offset Printing Company     --      Plastic  printing:   overhead   transparency   products  and  plastic  inserts  for
("Precision")                                 scholastic textbooks
------------------------------------ ------ ------------------------------------------------------------------------------------
H&S Graphics, Inc. ("H&S Graphics")   --      Digital pre-press
------------------------------------ ------ ------------------------------------------------------------------------------------
                                      --      Composition
------------------------------------ ------ ------------------------------------------------------------------------------------
Preface, Inc. ("Preface")             --      Design and creative services
------------------------------------ ------ ------------------------------------------------------------------------------------
                                      --      Editorial development
------------------------------------ ------ ------------------------------------------------------------------------------------
                                      --      Composition
------------------------------------ ------ ------------------------------------------------------------------------------------


</TABLE>


                                       3
<PAGE>
          Von Hoffmann. Von Hoffmann 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. We acquired the
Bawden business in January 1998 and the Custom Printing business in July 1998.
Von Hoffmann 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,
General Motors Corporation, Modus Media, Adobe Systems, Inc. and Bowne Business
Communication.

          Von Hoffmann'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. Von Hoffmann 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, Von Hoffmann 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, which historically 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 this 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 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.

          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 approximately 80% of its
revenues from plastic printing, which consists of overhead transparency products
and plastic inserts for educational textbooks, with the remaining 20% of
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.
The acquisition of Precision strategically advances our goal of providing our
customers with a more complete and balanced product offering. Precision also has
a presence in the commercial printing market and is implementing an extensive
plan to significantly grow its presence further in that market.

          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.



                                       4
<PAGE>
SALES AND MARKETING

INSTRUCTIONAL MATERIALS MARKET

          Our educational textbook sales team, consisting of approximately 15
employees, 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 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 and 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 2002.

COMMERCIAL PRINTING MARKET

          Our sales and marketing organization has developed and is pursuing a
focused sales strategy across the identified commercial market segments. With 25
dedicated sales people, we address this market on a national level. Customer
needs are matched to one of our eight 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:

            o     creating page designs and digital files;

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

            o     purchasing paper and other components supplied by other
                  manufacturers;

            o     printing and binding;

            o     packaging, storing and shipping finished products;

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

            o     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




                                       5
<PAGE>
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.

          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 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 $102 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 2002,
approximately 80% of our four-color ELHI net sales were generated from reprints,
and we retained over 98% of our ELHI reprint business while losing less than 2%
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. While the



                                       6
<PAGE>
new digital workflows make this less of an obstacle to transfer work, reprints
from films and digital files in our archives still generally account for an
estimated 60% to 65% of our total annual revenues.


RAW MATERIALS

          Paper costs represent approximately 37% 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 educational customers, which is designed to
allow us to: (i) standardize the type of paper we use on presses and greatly
reduce 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 2002, approximately 55% 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 90% 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, 2002, we had 1,883 employees, approximately 315 of
whom are represented by affiliates of the Graphic Communications International
Union under collective bargaining agreements that expire between August and
November of 2005. We believe that 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 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.

          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.



                                       7
<PAGE>
ENVIRONMENTAL MATTERS

          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.


ITEM 2. PROPERTIES.

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

<TABLE>
<CAPTION>

FACILITY LOCATION                                     PRINCIPAL PURPOSE                   SQUARE FOOTAGE           STATUS
-----------------                                     -----------------                   --------------           ------
<S>                                  <C>                                         <C>                      <C>
St.  Louis, Missouri..................  Corporate headquarters                                170,000              Owned
Jefferson City, Missouri..............  Four-color book manufacturing                         636,000              Owned
Owensville, Missouri..................  One- and two-color book manufacturing,                450,000              Owned
                                        distribution and fulfillment
Eldridge, Iowa........................  One- and two-color book manufacturing                 225,000              Owned
Frederick, Maryland...................  One-and two-color book manufacturing                  200,000              Owned
Schaumburg, Illinois..................  Book design                                            9,100               Leased
Rolling Meadows, Illinois.............  Digital pre-press and book design                     23,000               Owned
Leesport, Pennsylvania................  Printing inserts and overheads                        29,000               Owned
Dauberville, Pennsylvania.............  Precision bindery and manufacturing                   24,000               Owned


</TABLE>


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.







                                       8
<PAGE>
                                     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 28, 2003, there were approximately 18 holders of common
stock of Holdings. As of December 31, 2002, 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 the Senior Credit Facility (as defined herein).

          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
consisted of $20,000,000 in cash. During the last three fiscal years, Holdings
has granted 450,000 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.


<TABLE>
<CAPTION>
                                         VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES
------------------------------------------------------------------------------------------------------------------------------------
                                                                       FISCAL YEAR ENDED DECEMBER 31,
                                                                       ------------------------------
                                                   1998(1)         1999(1)         2000(1)          2001             2002
                                                   -------         -------         -------         -------          -------
                                                                           (DOLLARS IN THOUSANDS)
<S>                                           <C>             <C>              <C>             <C>             <C>
STATEMENT OF OPERATIONS DATA:
Net sales...............................        $    310,608    $    386,108    $    443,423   $    407,096    $    379,437
Cost of products and services...........             249,826         322,311         374,166        346,917         321,331
                                                     -------         -------         -------        -------         -------
Gross profit............................              60,782          63,797          69,257         60,179          58,106
Operating expenses(2)...................              49,482          34,143          35,747         33,317          28,630
                                                     -------         -------         -------        -------         -------
Operating income........................              11,300          29,654          33,510         26,862          29,476
Interest expense - subsidiary...........              28,625          32,111          36,855         32,144          33,557
Interest expense - subordinated exchange
   debentures(3)........................                 541           4,694           5,296          5,983           5,530
Other income (expense)..................              (1,107)            (89)           (172)          (247)          3,322
                                                     -------         -------         -------        -------          -------
Loss before income taxes................             (18,973)         (7,240)         (8,813)       (11,512)         (6,289)
Income tax provision (benefit)..........              (4,195)            855            (702)        (1,268)           (993)
                                                     -------         -------         -------        -------          -------

Net Loss................................        $   (14,778)    $     (8,095)   $     (8,111)  $   (10,244)     $    (5,296)
                                                     =======         =======          =======       =======          =======


                                                      (footnotes appear on the following page)



                                       9
<PAGE>
                                         VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES
------------------------------------------------------------------------------------------------------------------------------------
                                                                          FISCAL YEAR ENDED DECEMBER 31,
                                                                          ------------------------------
                                                     1998(1)         1999(1)     2000(1)            2001           2002
                                                   -------         -------         -------         -------        -------
                                                                       (DOLLARS IN THOUSANDS)

BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents...............        $      1,109    $      2,454   $     5,686    $    18,320   $     4,438
Accounts receivable.....................              45,402          59,969        57,899         46,751        49,141
Inventories.............................              33,442          31,650        36,117         23,262        32,038
Working capital.........................              34,264          40,001        66,916         36,600        55,678
Property, plant and equipment,
   net..................................             176,526         164,514       163,316        148,476       128,366
Total assets............................             463,796         453,493       466,418        430,704       420,121
Operating company debt(4)...............             346,875         347,700       364,775        341,555       315,000
Total debt..............................             373,919         379,437       401,808        384,571       350,681
Total stockholders' equity..............              35,836          27,629        19,395          8,972        22,958

OTHER DATA:
Depreciation and amortization(5)........        $     34,792    $     40,327   $    43,459    $    47,319   $    29,484
LIFO pre-tax adjustment(6)..............                (808)            704           281            258          (102)
Special consulting expenses(7)..........               1,483           2,926         2,149            578         2,453
Restructuring charge(8).................                  --              --            --          1,476            --
Impairment charge(9)....................              18,500              --            --             --            --
Ratio of earnings to fixed charges
   (10).................................                0.4x            0.8x           0.8x           0.7x          0.8x
Capital expenditures....................              14,860          22,639        28,132         23,876        12,657
Net cash provided by operating
   activities...........................              16,515          20,628        39,941         59,617        26,709
Net cash used in investing
   activities...........................            (150,193)        (20,109)      (52,528)       (23,703)       (6,394)
Net cash provided by (used in) financing
   activities...........................             125,398             825        15,818        (23,279)      (34,207)
EBITDA(11)..............................              44,621          69,581        76,326         73,669        62,013


</TABLE>

___________

(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.) and Precision in
          March 2000. 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, restructuring charge, impairment charge
          and recapitalization 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, 1998,
          1999, 2000 and 2001, the Company amortized $8.3 million, $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 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



                                       10
<PAGE>
          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
          Subordinated Exchange Debentures.

(4)       Operating company debt reflects the debt of the Company but excludes
          Holdings' Subordinated Exchange Debentures in the amount of $27.0
          million, $31.7 million, $37.0 million, $43.0 million, and $35.7
          million for the periods presented, respectively.

(5)       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, 1998, 1999, 2000 and 2001, the Company amortized $8.3
          million, $8.4 million, $8.9 million, and $9.1 million, respectively,
          in goodwill.

(6)       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.

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

(8)       Restructuring charge represents the cost for employee severance and
          equipment relocation related to certain sheet-fed, plate-making and
          book-binding operations of our company.

(9)       Impairment charge relates to the goodwill impairment of the carrying
          value of the H&S Graphics acquisition as a result of a material and
          permanent reduction in forecasted cash flows for the operation.

(10)      For purposes of determining the ratio of earnings to fixed charges,
          earnings are defined as loss before income taxes plus fixed charges.
          Fixed charges consist of interest expense (including amortization of
          deferred financing costs). For the fiscal years ending December 31,
          1998, 1999, 2000, 2001 and 2002, additional earnings of $19.0 million,
          $7.2 million, $8.8 million, $11.5 million and $6.3 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. During the periods reflected, our EBITDA
          was affected by LIFO pre-tax adjustments, special consulting expenses,
          restructuring charge, impairment charge and recapitalization charge.
          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
          with respect to our ability to meet our consolidated debt service,
          capital expenditure and working capital requirements. EBITDA is
          calculated as follows:


                                                         EBITDA RECONCILIATION

<TABLE>
<CAPTION>

                                                                                  FISCAL YEAR ENDED DECEMBER 31,
                                                                  1998           1999          2000           2001           2002
                                                             -------------- -------------- -------------- ------------- ------------
<S>                                                        <C>             <C>            <C>           <C>            <C>
Net Loss                                                      $  (14,778)     $  (8,095)   $  (8,111)     $  (10,244)     $  (5,296)
Reconciliation to EBITDA
     Income tax provision (benefit)                               (4,195)           855         (702)         (1,268)          (993)
     Interest income                                                (364)          (311)        (471)           (265)          (269)
     Interest expense - subsidiary                                28,625         32,111       36,855          32,144         33,557
     Interest expense - subordinated exchange debentures
                                                                     541          4,694        5,296           5,983          5,530
     Depreciation and amortization                                34,792         40,327       43,459          47,319         29,484

                                                             -------------- -------------- -------------- ------------- ------------
EBITDA                                                        $   44,621     $   69,581     $ 76,326      $   73,669      $  62,013
                                                             ============== ============== ============== ============= ============
</TABLE>



                                       11
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

GENERAL
           We manufacture case-bound and soft-cover instructional materials in
the United States. 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 instructional materials
manufacturing, we provide our customers with a full range of value-added
printing and design services from early design processes to 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 71% of our net sales in 2002, 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 is also sensitive to economic conditions.

           Over the past three years, our net sales have decreased from $443.4
million in 2000 to $379.4 million in 2002. The negative trend in net sales was
primarily attributable to the cyclical nature of the instructional materials
market as driven by the state adoption process which peaked to a degree in 2000.
According to Veronis Forecast, growth within the ELHI instructional materials
market in 2000 was approximately 13% while declining to approximately 8% and 2%
in 2001 and 2002, respectively. In addition, the major educational publishers
built up inventories in 2000 in anticipation of continued strength in 2001,
which did not occur. These factors have impacted sales declines over the past
few years, along with relatively limited adoption activity. Few adoptions of any
note, by major states and/or disciplines, were completed in 2002. As a result,
net sales within the front-end portion of our business were impacted. However,
we believe the negative sales trend has, at a minimum, stabilized as we enter
2003.

           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 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.

           During 2001, we reduced the workforce and closed, transferred and
consolidated certain manufacturing locations (the "Restructuring"). In
particular, we closed the sheet-fed printing, stripping, and platemaking
operations of our St. Louis, Missouri manufacturing locations, transferring a
majority of those operations to the Owensville, Missouri one and two-color book



                                       12
<PAGE>
manufacturing location. Additionally, we reduced the workforce within our St.
Louis, Missouri manufacturing location. We also closed our four-color bindery
operation in our Owensville, Missouri location, consolidating the four-color
bindery operation and certain related assets into our Jefferson City, Missouri,
manufacturing location. As a result of the Restructuring, we recorded total
restructuring expenses of approximately $1,476,000 consisting mainly of employee
severance and equipment relocation costs in 2001. We have no remaining liability
associated with the Restructuring.

           The comparability of our results of operations have been affected
during the last two years by the June 2001 pronouncements by the Financial
Accounting Standards Board (FASB) of SFAS No. 141, Business Combinations and No.
142, Goodwill and Other Intangible Assets. Under these pronouncements, effective
for fiscal years beginning after December 15, 2001, goodwill is no longer be
amortized but is subject to annual impairment tests. Other intangible assets
continued to be amortized over their useful lives.

           We began applying the new rules on accounting for goodwill and other
intangible assets in the first quarter of 2002. As a result, we no longer
amortize goodwill for acquisitions, including our acquisition by our majority
stockholder. Accordingly, we did not record any amortization for goodwill in
2002 as compared to the $9.1 million recorded in 2001.


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, we have restated our financial statements on the
basis that there has been a retroactive change in reporting entity as of May 25,
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 2000 and 2001 decreased by $12.3 million and $12.5
million, respectively. 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."


RESULTS OF OPERATIONS

           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 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



                                       13
<PAGE>
of benefits for, our administrative and sales personnel as well as amortization
of goodwill and certain amounts allocated in respect of non-competition
agreements made in connection with our acquisition of H&S Graphics, our digital
pre-press and composition business. 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 the debt of Von Hoffmann and its subsidiaries, which consists of a
Senior Secured Credit Agreement, dated as of March 26, 2002 (as amended the
"Senior Credit Facility"), 10.25% senior notes due 2009 (the "2009 Senior
Notes") and 10.375% senior subordinated notes due 2007 (the "2007 Senior
Subordinated Notes"). Interest expense--subordinated exchange debenture relates
to interest on the 13.5% subordinated exchange debentures due 2009 of Holdings
(the "Subordinated Exchange Debentures"), which Holdings issued in exchange for
its then outstanding senior exchangeable preferred stock in 1998. The
Subordinated Exchange Debentures bear interest at 13.5% per annum. 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, 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 decrease
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.

          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 above. 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 strategies,
including in connection with securing our Senior Credit Facility and the
issuance of our 2009 Senior Notes in March 2002. In addition, we incurred $0.7



                                       14
<PAGE>
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 associated with the issuance of the 2009 Senior
Notes, our new Senior Credit Facility and the exchange offers involving the 2007
Senior Subordinated Notes, the 2009 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 offset by losses on various sales of equipment.

          Gain on debt extinguishment, net. On March 26, 2002, Von Hoffmann
entered into the Senior Credit Facility which provides for loans of up to $90.0
million. In addition, Von Hoffmann issued $215.0 million of the 2009 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 agreement. 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 outstanding Subordinated Exchange Debentures for approximately $9.5 million,
using proceeds from DLJ Merchant Banking's $20 million investment in Holdings in
March of 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 the Von
Hoffmann's issuance in March 2002 of $215.0 million in 2009 Senior Notes at a
fixed interest 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 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 debenture. Such
repurchase was financed with proceeds from DLJ Merchant Banking's $20 million
investment in Holdings in March of 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 Holdings' 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
current year gain on disposal of depreciable assets.


YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

          Net sales. Net sales decreased by $36.3 million, or 8.2%, from $443.4
million in 2000 to $407.1 million in 2001. This decrease was attributable
primarily to a decrease in sales to the instructional materials market due, in
part, to a general decline in sales throughout the instructional materials
manufacturing industry caused by a softening economy and smaller budgets at the
state and local levels. Additionally, educational publishers were holding excess
inventories at the end of 2000, which significantly impacted their order levels
in 2001, particularly in the second half of the year as the economy continued to
slow.



                                       15
<PAGE>
          As a result of the decrease in sales, we conducted a thorough review
of our manufacturing capacity against our anticipated demand levels. This
process resulted in the closure of our Mid-Missouri Graphics bindery operation
in Owensville, Missouri in September, 2001, which was consolidated into our
Jefferson City, Missouri operations. Other selective cost reductions were
implemented throughout the last half of 2001, including manning reductions,
overhead eliminations and hiring freezes.

          Cost of products and services. Cost of products and services decreased
by $27.3 million, or 7.3%, from $374.2 million in 2000 to $346.9 million in
2001. The primary reason for the decrease in our cost of products and services
was the impact of the decline in sales volume on our variable costs. Also, sale
of scrap items, including waste paper and consumed aluminum printing plates,
which are offset against cost of products and services, decreased by 50% in
dollar value due to lower prices in these markets and lower volumes generated in
our plants due to lower sales levels. As a percentage of net sales, cost of
products and services increased from 84.4% during 2000 to 85.2% during 2001.
This increase was a result of lower sales volumes and the semi-fixed nature of
the labor component in our cost structure. While initiatives were taken to
address our cost position in 2001, they were not sufficient to fully offset the
impact of the lower sales volumes on our operations.

          Gross profit. Gross profit for 2001 decreased by $9.1 million, or
13.1%, from $69.3 million in 2000 to $60.2 million for 2001. Gross profit,
expressed as a percentage of net sales, was 15.6% for 2000, compared to 14.8%
for 2000. This reduction in gross profit was attributable to higher headcount
within our four-color textbook manufacturing operations in the first half of
2001 and lower scrap volume, price and lower activity levels in our operations
in the second half of 2001.

          Operating expenses. Operating expenses decreased by $2.4 million, or
6.8%, from $35.7 million for 2000 to $33.3 million in 2001. This decrease was
primarily attributable to reductions in incentive compensation payouts in 2001
based on the deteriorated performance in comparison to 2000.

          Interest expense--subsidiary. Interest expense--subsidiary, decreased
$4.8 million, or 12.8%, from $36.9 million in 2000 to $32.1 million in 2001.
This decrease was a result of lower interest rates reducing our borrowing costs
on the variable interest component of our debt, along with lower average
borrowings under the revolving component of our then existing senior credit
facility. During 2001, the average annual interest rate, excluding amortization
of debt issuance costs, was 8.45% for the senior and subordinated debt compared
to a 9.39% rate for 2000. Our interest rate hedge of $63.0 million expired in
December 2000 and has not been replaced, allowing us to benefit from the lower
interest rates that prevailed in 2001.

          Interest expense--subordinated exchange debentures. Interest
expense--subordinated exchange debentures increased $0.7 million, or 13.0%, from
$5.3 million in 2000 to $6.0 million in 2001. This increase resulted from the
interest compounding effect on the accretion of this debenture.

          Income tax benefit. Income tax benefit increased $0.6 million, from
$0.7 million in 2000 to $1.3 million in 2001, due to a higher level of pre-tax
losses in 2001, partially offset by the impact of non-deductible goodwill and
taxable income allocations among the states in which we do business changing our
effective tax rate.

          Net loss. Net loss increased $2.1 million, or 26.3%, from $8.1 million
in 2000 to $10.2 million in 2001. The increased net loss in 2001 primarily
resulted from the impact of lower sales described above.


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.



                                       16
<PAGE>
HISTORICAL CASH FLOWS

Cash Provided by Operating Activities

          Cash provided by operations for 2002 was $26.7 million compared to
$59.6 million for 2001, a decrease of 55.2%. In 2001, we reduced our net
investment in working capital to lower 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 provided by operations for 2001 was $59.6 million, compared to
$39.9 million for 2000, an increase of 49.3%. The increased level of cash
provided by operating activities primarily resulted from $24.0 million in
reductions of accounts receivable and inventory. These reductions were
attributable to aggressive efforts to reduce investments in working capital and
a reduction in business levels in the second half of the year.

Cash Used in Investing Activities

          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 primarily from the sale of certain non-core assets, our
corporate jet aircraft and a condominium we owned in New York, New York, for an
aggregate of approximately $5.4 million in 2002.

          Net cash used in investing activities for 2001 was $23.7 million,
compared to $52.5 million for 2000, a decrease of 54.9%. The decrease in cash
used in investing activities was primarily due to the Precision acquisition for
approximately $25.3 million, which occurred in 2000.

Cash Used in Financing Activities

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

          On March 26, 2002, we entered into the Senior Credit Facility, which
incorporates a revolving loan commitment of $90.0 million. At our one-time
option, the available borrowings may be increased to provide for borrowings of
up to $100.0 million, subject to finding lenders to provide such increase and
available borrowing base. On March 26, 2002, we also issued the 2009 Senior
Notes raising gross proceeds of $215.0 million. The proceeds from the Senior
Credit Facility and the 2009 Senior Notes were used to pay off all outstanding
balances under our prior senior credit facility and pay related fees. Holdings
also 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 the last seven months of 2002, Holdings
purchased approximately 8.4 million shares from ZS, Robert Uhlenhop, our former
chief executive officer, and other former employees for $8.4 million.

          Net cash used in financing activities was $23.3 million for 2001,
compared to net cash provided by financing activities of $15.8 million for 2000.
The difference is primarily due to the repayment of $14.0 million of debt under
the prior senior credit facility in 2001, compared with drawing $23.5 million
under our prior credit facility in 2000.

CAPITAL EXPENDITURE REQUIREMENTS

           Capital expenditures for 2002 were $12.7 million compared to $23.9
million for 2001. These capital expenditures focused on manufacturing
efficiencies in order to improve operating performance. We expect our capital
expenditures for 2003 to be approximately $12.0 million to $15.0 million, based
on a capital expenditure program directed at productivity within the press and
binding operations. We believe that current capacity is adequate in the near



                                       17
<PAGE>
term based on anticipated utilization rates. Accordingly, our focus is directed
at capital expenditures that will improve our cost position.

DEBT SERVICE REQUIREMENTS

           Our Senior Credit Facility provides for revolving loans of up to
$90.0 million. The facility is secured by accounts receivable, inventory and
property, plant and equipment and at our option, may be increased to provide for
borrowings of up to $100.0 million, subject to finding lenders to provide such
increase. The facility is subject to borrowing base availability and includes
covenants restricting the incurrence of additional indebtedness, liens, certain
payments and the sale of assets. We also have $215.0 million aggregate principal
amount of the 2009 Senior Notes and $100.0 million aggregate principal amount of
the 2007 Senior Subordinated Notes outstanding. The Subordinated Exchange
Debentures bear interest at 13.5% per annum, and while 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 prohibits the payment of such cash interest. The principal
amount outstanding on the Subordinated Exchange Debentures as of December 31,
2002 was $37.4 million (on an accreted basis). As of December 31, 2002, we had
total indebtedness of $350.7 million and based upon our borrowing base had $73.0
million available under the revolving portion of our Senior Credit Facility,
after excluding $1.35 million of letters of credit outstanding under that
facility.

           Based on our current level of operations, we believe our cash flows
from operations, available cash and available borrowings under our revolving
credit facility will be adequate to meet our liquidity needs for the foreseeable
future, including scheduled payments of interest on our notes and payments of
interest on the borrowings under our Senior Credit Facility. Our ability to make
payments on and to refinance our indebtedness, including our Senior Credit
Facility, our notes, and to fund our business initiatives, however, will depend
on our ability to generate cash in the future. This, to a certain extent, is
subject to general economic, financial, competitive, legislative, and other
factors that are beyond our control. We cannot assure you that our business will
generate sufficient cash flow from operations or that future borrowings will be
available to us under our revolving credit facility in an amount sufficient to
enable us to pay our indebtedness, including our senior credit facility, the
securities, or to fund our other liquidity needs.

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 to our operations.

CRITICAL ACCOUNTING POLICIES

           Our consolidated financial statements have been prepared in
accordance with generally accepted accounting principles. 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 and
equipment and goodwill. 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 outlined in Note 1 of
the Consolidated Financial Statements and which management believes are most
critical to aid in fully understanding and evaluating our reported financial
results include the following:



                                       18
<PAGE>
INVENTORIES

           We value substantially all 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 Securities and Exchange 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 specific project is complete as determined by the contractual
agreement.

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 Statement of Financial Accounting Standards (SFAS)
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets."
Changes in market conditions or poor operating results could result in a decline
in value thereby potentially requiring an impairment charge in the future.

GOODWILL

           Effective January 1, 2002, we adopted Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets."
Under this new rule, goodwill is no longer amortized, but is subject to annual
impairments. Other intangible assets continue to be amortized over their useful
lives. In addition to the annual impairment reviews, goodwill is reviewed for
impairment whenever events and changes in market conditions or poor operating
results indicate a decline in value thereby potentially requiring an impairment
charge. If we determine the carrying value of goodwill may not be recoverable, a
permanent impairment charge is recorded for the amount by which the carrying
value of goodwill exceeds its fair value. Fair value is measured based on an
earnings multiple method using current industry standards and current internal
operating performance. We believe that the estimates used in determining fair
values are reasonable, however, changes in these current factors used to
determine fair values could materially effect the evaluations.

           In 2002, the Company performed a transitional test upon adoption as
well as its annual test during the fourth quarter. We did not recognize any
impairment of goodwill in connection with these tests.


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 53% of our earnings before
interest, taxes, depreciation and amortization for 2002 were generated from our
Jefferson City, Missouri production facility where we manufacture, among other



                                       19
<PAGE>
products, our four-color educational textbooks. Any disruption of our production
capabilities at this facility for a significant term could adversely effect 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 school book
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,
2002, we had total indebtedness of $350.7 million and had $73 million available
under the revolving portion of our Senior Credit Facility, after excluding $1.35
million of letters of credit outstanding under that facility.

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

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

      o     increase our vulnerability to general adverse economic and industry
            conditions;

      o     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;

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

      o     place us at a competitive disadvantage compared to our competitors
            that have less debt; and o limit our ability to borrow additional
            funds.

           In addition, the indentures governing the 2009 Senior Notes and the
2007 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:

      o     incur additional indebtedness;

      o     create liens;

      o     pay dividends or make other equity distributions;

      o     purchase or redeem capital stock;

      o     make investments;



                                       20
<PAGE>
      o     sell assets;

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

      o     engage in transactions with affiliates; and

      o     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
2009 Senior Notes or 2007 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.


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 four 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 four
publishers accounted for approximately 42% of our net sales during 2002. 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



                                       21
<PAGE>
and marketing. We cannot assure you that we will have sufficient resources to
make the necessary investments to do so, and we cannot assure you 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
98.4% of Holdings' outstanding common stock. Holdings owns 100% of Von
Hoffmann's common stock. As a result, DLJ Merchant Banking is in a position to
control all matters affecting us, and may authorize actions or have interests
that could conflict with your 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. We cannot assure you that future acquisition
opportunities will exist or, if they do, that we will be able to finance those
opportunities. The indentures governing the 2009 Senior Notes, 2007 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:

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

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

      o     potential loss of employees; o diversion of management's attention
            away from other business concerns; and

      o     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. We
cannot assure you that we will be successful in consummating future acquisitions
on favorable terms or at all.


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 $102 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. We cannot assure you that



                                       22
<PAGE>
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.


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, we cannot assure you 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, 2002, we did not have outstanding borrowings under our Senior
Credit Facility at variable rates. Substantially all of our outstanding long
term debt is at fixed interest rates. Therefore, our exposure to interest rate
fluctuations is immaterial.

          Two customers and their affiliates accounted approximately 27.9% of
our 2002 net sales, and approximately 15.6% of December 31, 2002 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.




                                       23
<PAGE>
                                    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"

<TABLE>
<S>                                           <C>      <C>
Name                                              Age     Position
----                                              ---     --------
Robert S. Christie(2).........................     49     Chairman of the Board and Director
Robert S. Mathews(2)(3)*......................     51     Chief Executive Officer, President and Director
Gary C. Wetzel................................     38     Senior Vice President, Chief Financial Officer and Treasurer
David F. Burgstahler(2)(3)....................     34     Vice Chairman of the Board and Director
Nicole S. Arnaboldi...........................     44     Director
James A. Quella(3)............................     53     Director
Robert A. Uhlenhop............................     59     Director
Harold E. Layman(2) ..........................     56     Director



VON HOFFMANN CORPORATION  "VON HOFFMANN"

Name                                              Age     Position
----                                              ---     --------
Robert S. Christie(1).....................        49      Chairman of the Board and Director
Robert S. Mathews(1)*.....................        51      Chief Executive Officer, President, Chief Operating Officer and
                                                          Director
Gary C. Wetzel............................        38      Senior Vice President, Chief Financial Officer and Treasurer
Ron M. Garrison...........................        52      Senior Vice President of Manufacturing
Jack R. Field.............................        45      Senior Vice President of Sales and Marketing
Craig A. Nelson...........................        56      Senior Vice President of Human Resources
Andrew D. Ortstadt........................        44      Chief Information Officer
David F. Burgstahler......................        34      Director
James A. Quella(1)........................        53      Director
Harold E. Layman..........................        56      Director

</TABLE>
___________
*          Chairman, Chief Executive Officer, President and Director of H&S
           Graphics, Preface, and Precision.

(1)        Member of the Operations Review Committee of Von Hoffmann.

(2)        Member of the Audit Committee of Holdings.

(3)        Member of the Compensation Committee of Holdings.

          Nicole S. Arnaboldi was appointed as a director of Holdings in January
of 2003. She is the Managing Director and Chief Operating Officer of Funds
Management at CSFB's Private Equity Group. Ms. Arnaboldi joined Donaldson,
Lufkin & Jenrette in 1993 after six years with The Sprout Group, Donaldson,
Lufkin & Jenrette's venture capital affiliate, and was named a Managing Director
in 1996. Ms. Arnaboldi serves on the investment committee of several of CSFB
Private Equity's funds. Ms. Arnaboldi received a B.A. magna cum laude from
Harvard College in 1980, and in 1985 received a J.D. cum laude from Harvard Law
School and an M.B.A. with high distinction from Harvard Business School, where
she was a Baker Scholar. Ms. Arnaboldi previously served on the board of
directors of Duane Reade Inc. (NYSE:DRD), Horizon G.P., Inc. and several other
companies. She also serves on the boards of the Gillen Brewer School and New
Yorkers for Children.



                                       24
<PAGE>
          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 Partners. Mr. Burgstahler joined CSFB in 2000 when it merged with
Donaldson, Lufkin & Jenrette, where he was a Vice President of DLJ Merchant
Banking Partners 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 Haights Cross Communications, Inc., WRC
Media Inc., Focus Technologies Inc. and McCulloch Corporation. He also serves on
the Board of the Diller-Quaile School of Music in New York City.

          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 of 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.

          Harold E. Layman was appointed as a director of Holdings and Von
Hoffmann in December 2002. Mr. Layman was the President, CEO and COO of Blount
International, Inc. (NYSE:BLT), 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. Prior to his employment with Blount, Mr.
Layman served as a Senior Vice President of VME Group/Volvo AB.

          Robert S. Mathews was appointed as Chief Operating Officer of Von
Hoffmann in January 2002 and as President, Chief Executive Officer and a
director of Von Hoffmann 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 our 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 President of R.R. Donnelley, which is a competitor of ours in the
book manufacturing industry.

          James A. Quella has been a director of Von Hoffmann and Holdings since
2000. He holds the position of Managing Director of DLJ Merchant Banking
Partners. Mr. Quella joined CSFB in 2000 when it merged with DLJ, where he was a
Managing Director and Senior Operating Partner in DLJ Merchant Banking Partners.
Mr. Quella was a Managing Director for GH Venture Partners LLC from January 2000
to July 2000. From 1997 to 2000, Mr. Quella served as Vice Chairman of Mercer
Management Consulting, Inc. He was a senior consultant with Mercer from 1990 to
1997. Mr. Quella currently serves as a director of Advanstar Communications
Inc., DeCrane Aircraft Holdings, Inc. and Merrill Corporation.

          Robert A. Uhlenhop served as Chairman of the Board of Holdings from
February 2002 until November of 2002 and he has served as a director of Holdings
since 1996. He served as Chairman of the Board, President and Chief Executive
Officer of Von Hoffmann from 1995 to February 2002 and as the Chief Executive
Officer and President of Holdings from 1996 to February 2002. From 1977 to 1997,
he was Chief Financial Officer and Treasurer of Von Hoffmann.

          Jack R. Field was appointed as Senior Vice President of Sales and
Marketing of Von Hoffmann in January 2002. From 2000 to 2002, he was Senior Vice
President of Sales for our Von Hoffmann Graphics division, which was merged into
Von Hoffmann in February 2002. From 1998 to 2000, he was Vice President of Sales
for Graphic Communications, Inc., which is a company that provides printing and
binding services, and from 1980 to 1998 he was a Senior Account Executive for
R.R. Donnelley.

          Ron M. Garrison was appointed as Senior Vice President of
Manufacturing of Von Hoffmann in January 2002. From 2000 to 2001, Mr. Garrison
served as Vice President of Manufacturing. From 1997 to 1999 he served as a Vice
President and Division Director of R.R. Donnelley.

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



                                       25
<PAGE>
          Andrew D. Ortstadt was appointed as 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.

          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, which
is a competitor of ours in the book manufacturing industry.

           Each director serves for a term of one year.


ITEM 11.  EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION
                           SUMMARY COMPENSATION TABLE

          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 Chief Executive Officer of Holdings or Von Hoffmann in 2002 and the four
other most highly compensated executive officers serving as executive officers
at December 31, 2002.


<TABLE>
<CAPTION>
                                                  ANNUAL COMPENSATION                LONG-TERM COMPENSATION
                                                  -------------------                ----------------------
                                                                                        AWARDS            PAYOUTS
                                                                                        ------            -------
                                                                      OTHER                 SECURITIES
                                                                     ANNUAL    RESTRICTED   UNDERLYING               ALL OTHER
                                                                     COMPEN-      STOCK      OPTIONS/      LTIP       COMPEN-
                                             SALARY       BONUS     SATION(1)    AWARDS        SARS       PAYOUTS     SATION
NAME AND PRINCIPAL POSITION*       YEAR       ($)          ($)         ($)         ($)          (#)         ($)       ($)(5)
----------------------------       ----       ---          ---         ---         ---          ---         ---       ------
<S>                            <C>       <C>         <C>           <C>         <C>         <C>         <C>       <C>
Robert Uhlenhop,                   2002    $ 250,000   $2,153,284      --         --           --           --      $  66,731
Former Chairman of the Board       2001    $ 250,000   $  322,335      --         --           --           --      $  45,078
President and Chief Executive      2000    $ 233,400   $  766,942      --         --           --           --      $  43,177
   Officer(2)

Robert Mathews                     2002    $ 231,731   $ 175,000    $  59,567     --           --           --      $  19,717
President, Chief Executive         2001    $ 200,000   $  70,635       --         --           --           --      $   4,575
   Officer,
Chief Operating Officer (3)        2000    $ 123,750   $  60,000       --         --          100,000       --      $     146

Peter Mitchell,                    2002    $ 225,000   $ 187,500       --         --           --           --      $  35,787
Former Vice-Chairman of the        2001    $ 208,400   $  75,000       --         --           --           --      $  18,540
   Board,
Executive Vice President, Chief    2000    $ 208,400   $ 182,553       --         --           --           --      $  18,500
Financial Officer and
Treasurer(4)

Gary Wetzel                        2002    $  42,708   $  12,500    $  25,000     --           --           --            --

Senior Vice President, Chief       2001         --          --         --         --           --           --            --
Financial Officer and Treasurer    2000         --          --         --         --           --           --            --


Jack Field,                        2002    $ 183,808   $  25,000       --         --           --           --      $  10,396
Senior Vice President of Sales     2001    $ 171,000   $  19,549       --         --           --           --      $     248
and Marketing                      2000    $  44,292   $  13,124       --         --           --           --      $      20

Ron Garrison,                      2002    $ 186,630   $   7,500       --         --           --           --      $  19,425
Senior Vice President of           2001    $ 165,226   $  20,000       --         --          100,000       --      $   8,147
Manufacturing                      2000    $ 143,750   $  96,582       --         --           --           --      $     483

        * Reflects principal position at December 31, 2002

</TABLE>
___________
(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 and Mr. Wetzel 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 our 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 of
          Von Hoffmann in January 2002 and as President, Chief Executive Officer
          and a director of Von Hoffmann and Holdings in February 2002.



                                       26
<PAGE>
(4)       Mr. Mitchell served as our Chief Financial Officer and Treasurer 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 2002 for Mr. Uhlenhop, $18,500 in matching and profit
          sharing contributions to our profit sharing plan and $48,231 in
          premiums on disability and life insurance policies; for Mr. Mathews,
          $18,500 in matching and profit sharing contributions to our profit
          sharing plan and $1,217 in premiums on life insurance policy; for Mr.
          Mitchell, $18,500 in matching and profit sharing contributions to our
          profit sharing plan, $13,846 in vacation accrual payout and $3,441 in
          premiums on disability and life insurance policies; for Mr. Field,
          $10,000 in matching and profit sharing contributions to our profit
          sharing plan and $396 in premiums on life insurance policy; and for
          Mr. Garrison, $18,500 in matching and profit sharing contributions to
          our profit sharing plan and $925 in premiums on life insurance policy.


                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

           No stock options were granted to or exercised by the named executive
officers during 2002. However, in August 2002, we 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 the Company's common stock were tendered and
canceled, of which 616,695 were eligible for replacement option grants. The
exercise price of each replacement option will be the fair value of the
Company's common stock on the date of grant. The replacement options will have
terms and conditions that are substantially the same as those canceled options.
Robert S. Mathews and Ron M. Garrison participated in this program.


             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 our common stock during 2002, and the
unexercised options held and the value thereof at that date, for each of the
named executive officers.

<TABLE>
<CAPTION>
                                                                  NUMBER OF SECURITIES               VALUE OF UNEXERCISED
                                                                  --------------------               --------------------
                            SHARES                                UNDERLYING UNEXERCISED OPTIONS     IN-THE-MONEY OPTION
                          ACQUIRED ON        VALUE                ------------------------------     -------------------
         NAME             EXERCISE (#)     REALIZED ($)            AT FISCAL YEAR END                 AT FISCAL YEAR END
         ----             ------------     ------------            ------------------                 ------------------
                                                             EXERCISABLE      UNEXERCISABLE      EXERCISABLE     UNEXERCISABLE
                                                             -----------      -------------      -----------     -------------
<S>                       <C>              <C>           <C>                  <C>                <C>            <C>
Robert Uhlenhop                --               --            1,601,600             --                --              --
Robert Mathews                 --               --               --                 --                --              --
Peter Mitchell                 --               --             100,000              --                --              --
Jack Field                     --               --               --                 --                --              --
Ron Garrison                   --               --               --                 --                --              --
Gary Wetzel                    --               --               --                 --                --              --

</TABLE>


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



                                       27
<PAGE>
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, 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.

UHLENHOP SEPARATION AGREEMENT

          We entered into a separation agreement with Mr. Uhlenhop dated as of
December 6, 2002 (the "Uhlenhop Separation Agreement"). Pursuant to that
agreement, Mr. Uhlenhop's employment with us ended effective as of November 26,
2002. Under the terms of the separation agreement, Mr. Uhlenhop is entitled to
(a) all accrued but unpaid salary through November 26, 2002, (b) $250,000,
payable in 24 equal semi-monthly payments of $10,416.67 in accordance with
normal payroll practices, (c) a lump-sum payment of $300,000, payable by the
Company on the eighth day after the date of the execution of the agreement, and
(d) certain continued benefits under his employment agreement, such as payment
of life insurance premiums and coverage under the Company's health plan, to the
extent provided for therein.

UHLENHOP EMPLOYMENT AGREEMENT

          We entered into an employment agreement with Mr. Uhlenhop effective as
of January 1, 2002 and amended and restated as of June 21, 2002. This agreement
was superceded by the Uhlenhop Separation Agreement described above. Pursuant to
the amended and restated employment agreement, Mr. Uhlenhop was to be employed
as Chief Executive Emeritus and Special Advisor to the Chief Executive Officer
of Von Hoffmann. In addition, Mr. Uhlenhop was to serve as Chairman of Holdings'
Board of Directors until January 21, 2004. Pursuant to the old employment
agreement, Mr. Uhlenhop had served as the President and Chief Executive Officer
of Holdings and the Chief Executive Officer of Von Hoffmann until Mr. Mathews'
appointment to those positions in February 2002. To the extent requested by
Holdings and Von Hoffmann, Mr. Uhlenhop was to provide guidance and assistance
to members of Von Hoffman's senior management and to Mr. Mathews in his capacity
as Von Hoffman's new Chief Executive Officer and President. In exchange for his
services, Mr. Uhlenhop was to be compensated with a base salary of $250,000 per
year subject to discretionary increases and an annual non-discretionary bonus of
$300,000. In the event that Mr. Uhlenhop was terminated for cause, he would have
been entitled to his base salary through the date of his termination but would
not have been entitled to any additional compensation from Von Hoffmann or
Holdings. If Mr. Uhlenhop was terminated without cause prior to December 31,
2002, he would have been entitled to receive $550,000 (i.e., his base salary and
bonus for one calendar year) plus continuation of certain benefits. If Mr.
Uhlenhop was terminated without cause on or after January 1, 2003 and prior to
January 21, 2004, he would have been entitled to receive his base salary for the



                                       28
<PAGE>
remainder of such period following his termination and $300,000 (i.e., his bonus
for one calendar year) plus continuation of certain benefits. Additionally, in
recognition of Mr. Uhlenhop's past and continued service to Von Hoffmann, he
received a cash payment equal to $1,000,000 on an after tax basis upon the
execution of the amended and restated employment agreement. The amended and
restated Von Hoffmann employment agreement also included a non-competition
provision prohibiting Mr. Uhlenhop from competing with Von Hoffmann for two
years after the last severance payment is made to Mr. Uhlenhop, which provisions
continue in effect under the Uhlenhop Separation Agreement.


MITCHELL SEPARATION AGREEMENT

          We entered into a separation agreement with Mr. Mitchell, dated as of
November 7, 2002 (the "Mitchell Separation Agreement"). Pursuant to that
agreement, Mr. Mitchell's employment with Von Hoffmann and its affiliates ended
as of October 31, 2002. Under the terms of the separation agreement, Mr.
Mitchell is entitled to (a) all his accrued but unpaid salary through October
31, 2002, including $13,846.15, which represents fifteen (15) days of accrued
but unused vacation time, (b) a lump sum payment of $112,500 payable by Von
Hoffmann seven days from the execution of the separation agreement, (c) twelve
(12) equal monthly payments of $18,750 payable in accordance with the Company's
normal payroll practices, (d) a one time payment of $75,000 in respect of the
non-discretionary bonus of Mr. Mitchell's employment agreement, payable on
December 1, 2002, provided he provide any and all transition services reasonably
requested by the Company through December 1, 2002, and (e) pursuant to that
certain Amendment No. 1 to the Standard Stock Option Agreement, dated November
20, 1997, between Mr. Mitchell and Holdings, 100,000 of the standard options
granted pursuant to the November 1997 Standard Stock Option Grant Letter shall
remain outstanding and fully-exercisable pursuant to the terms thereunder.


MITCHELL EMPLOYMENT AGREEMENT

          We entered into an employment agreement with Mr. Mitchell, effective
as of January 1, 2002. This agreement was superceded by the Mitchell Separation
Agreement described above. Pursuant to that agreement, Mr. Mitchell was to serve
in an executive position with us until December 31, 2004. At the time of the
signing of the agreement, Mr. Mitchell had served as Chief Financial Officer,
Treasurer and Executive Vice President of Holdings and as Vice Chairman, Chief
Financial Officer, Treasurer and Executive Vice President of Von Hoffmann. In
exchange for his services, Mr. Mitchell was compensated with a base salary of
$225,000 subject to discretionary increases, an annual non-discretionary bonus
in the amount of $75,000, and an additional bonus per calendar year in an amount
equal to 1.4% of EBITDA in excess of certain EBITDA targets for each calendar
year. This additional bonus was not to exceed $210,000 for any calendar year. In
the event that Mr. Mitchell was terminated for cause, he was entitled to his
base salary through the date of his termination, but would not have been
entitled to any additional compensation. If Mr. Mitchell was terminated without
cause, he would have been entitled to receive an amount in cash equal to
$337,500, but would not have been entitled to any other compensation. In the
event that Mr. Mitchell's employment was terminated without cause prior to
December 31, 2002 after a change in control of our company, he would have been
entitled to receive an amount in cash equal to $30,000. The employment agreement
also included a non-competition provision prohibiting Mr. Mitchell from
competing with us for one year following the termination of his employment
agreement, which provisions continue in effect under the Mitchell Separation
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 will grant 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. Mr. Christie is party to a
consulting agreement with Credit Suisse First Boston LLC, an affiliate of DLJ
Merchant Banking, our principal stockholder. Pursuant to this agreement, Mr.
Christie provides consulting and advisory services to DLJ Merchant Banking.
Under the terms of this consulting agreement, Mr. Christie receives an annual
retainer in cash.



                                       29
<PAGE>
          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 will grant 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 our other directors
receive any fees or other compensation for serving as a director. All directors
are entitled to reimbursement for travel expenses associated with board
activities.


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 28, 2003 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.

<TABLE>
<CAPTION>

NAME AND ADDRESS OF BENEFICIAL OWNER
------------------------------------                                           NUMBER OF SHARES
                                                                               BENEFICIALLY OWNED             PERCENTAGE
                                                                               ------------------             ----------
<S>                                                                         <C>                         <C>
DLJ Merchant Banking(1).................................................               67,134,000                  98.5
Robert A.  Uhlenhop(2)..................................................                1,601,600                   2.4
Robert S.  Mathews......................................................                       --
Peter C.  Mitchell(3)...................................................                  100,000                   *
Nicole S. Arnaboldi (4).................................................                       --
David F.  Burgstahler(4)................................................                       --
Robert S.  Christie.....................................................                       --
Harold E. Layman........................................................                       --
James A.  Quella(4).....................................................                       --
All directors and executive officers as a group (8 persons)(5)..........                2,143,640                   3.2

* Indicates less than one percent.

</TABLE>

___________

(1)       Consists of (a) 62,134,000 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 II-A, L.P. (Partners II-A),
          DLJ Millennium Partners, L.P. (Millennium L.P.), DLJ Millennium
          Partners-A, L.P. (Millennium-A) 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,
          Partners II-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 100,000 shares.

(4)       Ms. Arnaboldi and Mr. Quella are managing directors and Mr.
          Burgstahler is a director in the Private Equity Group of Credit Suisse
          First Boston, which contains DLJ Merchant Banking Partners. Ms.



                                       30
<PAGE>
          Arnaboldi and Messrs. Burgstahler and Quella do 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.

(5)       Includes options and warrants that are presently exercisable or
          exercisable within 60 days to purchase 1,943,640 shares.

<TABLE>
<CAPTION>
                      EQUITY COMPENSATION PLAN INFORMATION

                                                                                                      NUMBER OF SECURITIES
                                                                                                    REMAINING AVAILABLE FOR
                                 NUMBER OF SECURITIES TO BE                                          FUTURE ISSUANCE UNDER
                                  ISSUED UPON EXERCISE OF         WEIGHTED-AVERAGE EXERCISE        EQUITY COMPENSATION PLANS
                                    OUTSTANDING OPTIONS,        PRICE OF OUTSTANDING OPTIONS,        (EXCLUDING SECURITIES
PLAN CATEGORY                       WARRANTS AND RIGHTS              WARRANTS AND RIGHTS            REFLECTED IN COLUMN (A))
-------------                       -------------------              -------------------            ------------------------
<S>                              <C>                              <C>                             <C>
                                            (a)                               (b)                               (c)
Equity compensation plans
approved by security holders              3,226,600                       $    1.00                         2,773,400
Equity compensation plans
not approved by security
holders                                         -                             -                                   -
                                    -----------------               -----------------                  -----------------

TOTAL                                     3,226,600                       $    1.00                         2,773,400
                                    =================               =================                   ================


</TABLE>


Column (a): Represents total options outstanding ($1.00 exercise price) under
            the 1997 Stock Option Plan.

Column (b): Represents the weighted average of securities reflected in Column
            (a).

Column (c): Represents the number of options available for grant under the 1997
            Stock Option Plan.

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.




                                       31
<PAGE>
STOCK PURCHASE AGREEMENT WITH DLJ MERCHANT BANKING

          On March 26, 2002, 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 Holdings' common stock for a purchase price of
$1.00 per share. The proceeds of that investment can be used by Holdings for
general corporate purposes, which may include the purchase of debt and/or equity
securities. Holdings used $5.0 million of the proceeds to repurchase shares of
ZS and $1.0 million to repurchase shares of Robert Uhlenhop. Holdings also used
$9.5 million of the proceeds to purchase 28.3% of Holdings' Subordinated
Exchange Debentures. The stock purchase agreement also provided that DLJ
Merchant Banking could have, in its discretion, purchased up to an additional
5,000,000 shares of Holdings' Common Stock at any time prior to December 31,
2002, which did not occur. We believe the terms of this agreement were no less
favorable to us than could have been obtained from independent third parties.


STOCK REPURCHASE AGREEMENT WITH ZS VH II L.P.

          On June 21, 2002, ZS, Holdings and DLJ Merchant Banking entered into a
stock purchase agreement pursuant to which ZS sold 5,000,000 shares of common
stock of Holdings for a purchase price of $1.00 per share to Holdings.

          The stock purchase agreement provides that each of the parties, along
with ZS, agree to release each other from any and all claims, liabilities and
other legal actions which may have arisen or may later arise between the parties
under: (i) the Agreement and Plan of Merger, dated as of May 22, 1997, by and
among VH Acquisition Corp., Holdings, DLJ Merchant Banking and certain of its
affiliates, and certain shareholders, and the ancillary documents delivered in
connection with the execution of the Agreement and Plan of Merger, (ii) the
Shareholders' Agreement, (iii) and the stock purchase agreement. Robert Horne,
the board designee of ZS, resigned concurrently with the sale of the shares.
Under the agreement, Holdings released Mr. Horne from any liability for any
claims in connection with Mr. Horne serving as a director of Holdings.

          The purchase price paid for ZS's shares came from cash on hand of
Holdings, which cash was proceeds from DLJ Merchant Banking's equity
contribution in March 2002. We believe the terms of this transaction were no
less favorable to us than could have been obtained from independent third
parties.


STOCK REPURCHASE AGREEMENT WITH ROBERT UHLENHOP

          On June 21, 2002, Holdings and Von Hoffmann entered into a stock
purchase agreement with Robert Uhlenhop, the Chairman of the Board of Directors
of Holdings, and the Robert A. Uhlenhop 1998 Irrevocable Trust Dated January 27,
1998. Each of Mr. Uhlenhop and the trust sold 1,000,000 shares of Holdings'
outstanding common stock to Holdings in exchange for $1,000,000. Of the
$1,000,000 received by Mr. Uhlenhop, approximately $797,000 was paid to Von
Hoffmann as settlement of the outstanding principal amount of, and the unpaid
and accrued interest through June 19, 2002 on, the non-recourse secured
promissory note, dated as of May 22, 1997, from Mr. Uhlenhop to Von Hoffmann.
The payment from Mr. Uhlenhop to Von Hoffmann fully discharged and satisfied all
of Mr. Uhlenhop's obligations to Von Hoffmann under the promissory note. The
purchase price paid for Mr. Uhlenhop's shares came from cash on hand of
Holdings, which cash was proceeds from DLJ Merchant Banking's equity
contribution in March, 2002.


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



                                       32
<PAGE>
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.


NELSON LOAN

          On May 22, 1997, pursuant to a non-recourse secured promissory note,
Donaldson, Lufkin & Jenrette Securities Corporation loaned Craig Nelson, the
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 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,
2002, the balance was $167,404. This agreement was negotiated on an arm's length
basis.


OTHER
          CSFB and certain of its affiliates have performed investment banking,
financial advisory and/or lending services for us from time to time, for which
they have received customary compensation and may do so in the future. CSFB is
the syndication agent under our revolving credit facility and received customary
compensation in connection with acting in that role. CSFB was also an initial
purchaser of the 2009 Senior Notes. CSFB helped facilitate Holdings' open market
repurchases of Holdings' 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 obtained from independent third
parties.


ITEM 14.  CONTROLS AND PROCEDURES.

           (a) Based on their evaluation of our disclosure controls and
procedures conducted within 90 days of the date of filing this report on Form
10-K, our chief executive officer and our chief financial officer have concluded
that, as of the date of their evaluation, our disclosure controls and procedures
(as defined in Rules 13a-14(c) and 15d-14(c) promulgated under the Securities
Exchange Act of 1934, as amended) are effective.

           (b) There have been no significant changes in our internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date of their evaluation in connection with the preparation of
this annual report on Form 10-K.


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:

                                                                      PAGE

Report of Independent Accountants                                     F-2

Consolidated Balance Sheets at December 31, 2002 and 2001             F-3

Consolidated Statements of Operations for the year ended
December 31, 2002, 2001 and 2000                                      F-5

Consolidated Statements of Changes in Stockholders' Equity
for the year ended December 31, 2002, 2001 and 2000                   F-6

Consolidated Statements of Cash Flows for the year ended
December 31, 2002, 2001 and 2000                                      F-7

Notes to Consolidated Financial Statements                            F-9




                                       33
<PAGE>
2.         Financial Statement Schedule

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

      (b) Reports on Form 8-K: None.

      (c)  Exhibits
                                  EXHIBIT INDEX

  EXHIBIT NO.     EXHIBIT DESCRIPTION
  -----------     -------------------
      3.1(1)      Certificate of Incorporation of Von Hoffmann Corporation and
                  Certificate of Ownership and Merger of Von Hoffmann Graphics,
                  Inc. with and into Von Hoffmann Press, Inc.

      3.2(1)      By-Laws of Von Hoffmann Corporation.

      3.3(1)      Certificate of Incorporation of Von Hoffmann Holdings Inc. and
                  Certificate of Amendment to the Certificate of Incorporation
                  of Von Hoffmann Corporation.

      3.4(1)      By-Laws of Von Hoffmann Holdings Inc. 3.5(1) Certificate of
                  Incorporation of H&S Graphics, Inc. 3.6(1) By-Laws of H&S
                  Graphics, Inc.

      3.7(1)      Certificate of Incorporation of Preface, Inc. 3.8(1) By-Laws
                  of Preface, Inc.

      3.9(1)      Certificate of Incorporation of Precision Offset Printing
                  Company, Inc. 3.10(1) By-Laws of Precision Offset Printing
                  Company, Inc.

      4.1(1)      Indenture, dated March 26, 2002 among Von Hoffmann
                  Corporation, the Guarantors party thereto and U.S. Bank
                  National Association, as trustee, with respect to the 10 1/4%
                  Senior Notes due 2009.

      4.2(2)      Indenture, dated May 22, 1997 among Von Hoffmann Corporation,
                  the Guarantors party thereto and Marine Midland Bank, as
                  trustee, with respect to the 10 3/8% Senior Subordinated Notes
                  due 2007.

      4.3(1)      Indenture, dated October 16, 1998 between Holdings and Marine
                  Midland Bank, as Trustee, with respect to the 13.5%
                  Subordinated Exchange Debentures due 2009

      4.4(1)      Form of 2009 Notes (included in Exhibit 4.1 hereto).

      4.5(2)      Form of 2007 Notes (included in Exhibit 4.2 hereto).

      4.6(1)      Form of Global Exchange Debenture (included in Exhibit 4.3
                  hereto)

      4.7(1)      Registration Rights Agreement, dated March 26, 2002 among Von
                  Hoffmann Corporation, the Guarantors party thereto, Credit
                  Suisse First Boston Corporation and Scotia Capital (USA) Inc.

      4.8(2)      Registration Rights Agreement, dated May 22, 1997 among Von
                  Hoffmann Corporation, the Guarantors party thereto and
                  Donaldson, Lufkin & Jenrette Securities Corporation.

      4.9(2)      Registration Rights Agreement, dated June 13, 1997 between Von
                  Hoffman Corporation and Donaldson, Lufkin & Jenrette
                  Securities Corporation.

      4.10(2)     Shareholders Agreement, dated May 22, 1997, among Von Hoffmann
                  Holdings Inc., DLJ Merchant Banking Partners II, L.P., ZS VH
                  II L.P. and the other shareholders party thereto.

      4.11(2)     Amendment No. 1, dated November 30, 2000, to the Shareholders
                  Agreement, dated May 22, 1997, among Von Hoffmann Holdings
                  Inc., DLJ Merchant Banking Partners II, L.P., ZS VH II L.P.
                  and the other shareholders party thereto.

      4.12(2)     Amendment No. 2, dated June 20, 2002, to the Shareholders
                  Agreement, dated May 22, 1997, among Von Hoffmann Holdings
                  Inc., DLJ Merchant Banking Partners II, L.P., ZS VH II L.P.
                  and the other shareholders party thereto.



                                       34
<PAGE>
  EXHIBIT NO.     EXHIBIT DESCRIPTION
  -----------     -------------------
      4.13(2)     Stock Purchase Agreement, dated June 21, 2002, among Von
                  Hoffmann Holdings Inc., Von Hoffmann Corporation, Robert
                  Uhlenhop and the Robert A. Uhlenhop 1998 Irrevocable Trust
                  Dated 1/27/98.

      4.14(2)     Stock Purchase Agreement, dated March 26, 2002, among Von
                  Hoffmann Holdings Inc., DLJ Merchant Banking Partners II, L.P.
                  and certain of its affiliates.

      4.15(2)     Stock Purchase Agreement, dated June 21, 2002, among Von
                  Hoffmann Holdings Inc., ZS VH II L.P. and DLJ Merchant Banking
                  Partners II, L.P.

      4.16(2)     Supplemental Indenture, dated January 16, 1998 among Von
                  Hoffmann Corporation, the Bawden Corporation, Bawden Printing,
                  Inc. and Marine Midland Bank, as trustee, with respect to the
                  10 3/8% Senior Subordinated Notes due 2007.

      4.17(2)     Second Supplemental Indenture, dated June 2, 1998 among Von
                  Hoffmann Corporation, H & S Graphics, Inc., Preface, Inc. and
                  Marine Midland Bank, as trustee, with respect to the 10 3/8%
                  Senior Subordinated Notes due 2007.

      4.18(2)     Third Supplemental Indenture, dated July 15, 1998 among Von
                  Hoffmann Corporation, Custom Printing Company, Inc. and Marine
                  Midland Bank, as trustee, with respect to the 10 3/8% Senior
                  Subordinated Notes due 2007.

      4.19(2)     Fourth Supplemental Indenture, dated September 28, 1998 among
                  Von Hoffmann Corporation, Von Hoffmann Holdings Inc. and
                  Marine Midland Bank, as trustee, with respect to the 10 3/8%
                  Senior Subordinated Notes due 2007.

      4.20(2)     Fifth Supplemental Indenture, dated September 29, 1998 among
                  Von Hoffmann Corporation, Von Hoffmann Holdings Inc.,
                  Mid-Missouri Graphics, Inc., One Thousand Realty & Investment
                  Company, Bawden Printing, Inc., H&S Graphics, Inc. and Marine
                  Midland Bank, as trustee, with respect to the 10 3/8% Senior
                  Subordinated Notes due 2007.

      4.21(2)     Sixth Supplemental Indenture, dated October 15, 1998 among Von
                  Hoffmann Corporation, Mid-Missouri Graphics, Inc., One
                  Thousand Realty & Investment Company and Marine Midland Bank,
                  as trustee, with respect to the 10 3/8% Senior Subordinated
                  Notes due 2007.

      4.22(2)     Seventh Supplemental Indenture, dated November 2, 1998 among
                  Von Hoffmann Corporation, Bawden Printing, Inc., and Marine
                  Midland Bank, as trustee, with respect to the 10 3/8% Senior
                  Subordinated Notes due 2007.

      4.23(2)     Eighth Supplemental Indenture, dated October 29, 1998 among
                  Von Hoffmann Corporation, Custom Printing Company, Inc. and
                  Marine Midland Bank, as trustee, with respect to the 10 3/8%
                  Senior Subordinated Notes due 2007.

      4.24(2)     Ninth Supplemental Indenture, dated March 30, 2000 among Von
                  Hoffmann Corporation, Precision Offset Printing Company, Inc.
                  and Marine Midland Bank, as trustee, with respect to the 10
                  3/8% Senior Subordinated Notes due 2007.

      4.25(2)     Tenth Supplemental Indenture, dated July 1, 2001 among Von
                  Hoffmann Corporation, Von Hoffmann Holdings Inc., One Thousand
                  Realty & Investment Company, Von Hoffmann Graphics, Inc., H&S
                  Graphics, Inc., Preface, Inc., Precision Offset Printing
                  Company, Inc. and HSBC Bank, as trustee, with respect to the
                  10 3/8% Senior Subordinated Notes due 2007.

      4.26(2)     Eleventh Supplemental Indenture, dated February 25, 2002 among
                  Von Hoffmann Corporation, Von Hoffmann Holdings Inc., One
                  Thousand Realty & Investment Company, H&S Graphics, Inc.,
                  Preface, Inc., Precision Offset Printing Company, Inc. and
                  HSBC Bank, as trustee, with respect to the 10 3/8% Senior
                  Subordinated Notes due 2007.

      4.27(2)     Twelfth Supplemental Indenture, dated February 28, 2002 among
                  Von Hoffmann Corporation, Precision Offset Printing Company,
                  Inc. and HSBC Bank, as trustee, with respect to the 10 3/8%
                  Senior Subordinated Notes due 2007.

      4.28(4)     Thirteenth Supplemental Indenture, dated December 19, 2002
                  among Von Hoffmann Holdings Inc., Von Hoffmann Corporation,
                  Precision Offset Printing Company, Inc. H&S Graphics Inc.,
                  Preface Inc. and HSBC Bank, as trustee, with respect to the 10
                  3/8% Senior Subordinated Notes due 2007.

     10.1(1)+     Employment Agreement, dated January 31, 2002, between Von
                  Hoffmann Corporation and Robert Mathews.

     10.2(3)+     Employment Agreement, dated as of October 31, 2002, between
                  Gary C. Wetzel and Von Hoffmann Corporation.

     10.3(1)+     Employment Agreement, dated January 31, 2002, between Von
                  Hoffmann Corporation and Peter C. Mitchell.

     10.4(4)+     Separation  Agreement,  dated as of November 7, 2002,  among
                  Von Hoffmann  Holdings Inc. and Von Hoffman Corporation and
                  Peter C. Mitchell.



                                       35
<PAGE>
  EXHIBIT NO.     EXHIBIT DESCRIPTION
  -----------     -------------------
     10.5(4)+     Amendment No. 1 to the Standard Stock Option  Agreement
                  between Von Hoffmann  Holdings Inc. and Peter C. Mitchell,
                  dated as of October 31, 2002.

     10.6(1)+     Amended and Restated  Employment  Agreement,  dated June 21,
                  2002, among Von Hoffmann  Holdings Inc., Von Hoffmann
                  Corporation and Robert Uhlenhop.

     10.7(4)+     Separation  Agreement,  dated as of  December 6, 2002,  among
                  Von Hoffman  Holdings  Inc.,  Von Hoffmann Corporation and
                  Robert A. Uhlenhop.

     10.8(4)+     Amendment  No. 2 to the Special Stock Option  Agreement
                  Between Von Hoffmann  Corporation  and Robert A. Uhlenhop,
                  dated as of January 31, 2002.

     10.9(4)+     Amendment No. 3 to the Special Stock Option  Agreement
                  Between Von Hoffmann  Holdings Inc. and Robert A. Uhlenhop,
                  dated as of June 21, 2002.

     10.10(1)     Credit Agreement, dated March 26, 2002, among Von Hoffmann
                  Holdings Inc., Von Hoffmann Corporation, H&S Graphics, Inc.,
                  Precision Offset Printing Company, Inc., Preface, Inc., One
                  Thousand Realty & Investment Company and certain other
                  subsidiaries of Von Hoffmann Corporation, as borrowers, the
                  lenders party thereto, The CIT Group/Business Credit, Inc., as
                  administrative agent, Credit Suisse First Boston, Cayman
                  Islands Branch, as syndication agent, sole lead arranger and
                  sole book running manager and U.S. Bank National Association,
                  as documentation agent.

     10.11(4)     Amendment No. 1, dated as of September 19, 2002 to Credit
                  Agreement, dated March 26, 2002, among Von Hoffmann Holdings
                  Inc., Von Hoffmann Corporation, H&S Graphics, Inc., Precision
                  Offset Printing Company, Inc., Preface, Inc., One Thousand
                  Realty & Investment Company and certain other subsidiaries of
                  Von Hoffmann Corporation, as borrowers, the lenders party
                  thereto, The CIT Group/Business Credit, Inc., as
                  administrative agent, Credit Suisse First Boston, Cayman
                  Islands Branch, as syndication agent, sole lead arranger and
                  sole book running manager and U.S. Bank National Association,
                  as documentation agent.

     10.12(1)     Financial Advisory Agreement, dated March 26, 2002, between
                  Von Hoffmann Corporation and Credit Suisse First Boston
                  Corporation.

     10.13(2)     Von Hoffmann Corporation 1997 Stock Option Plan.

     10.14(4)     Von Hoffmann Holdings Inc. 2003 Stock Option Plan, adopted as
                  of February 10, 2003.

     10.15(4)+    Terms of Service of Robert S.  Christie as a director of Von
                  Hoffmann  Holdings  Inc. and Von  Hoffmann Corporation.

     10.16(4)+    Terms of Service  of Harold E.Layman as a director  of Von
                  Hoffmann Holdings Inc. and Von Hoffmann Corporation.

     12(4)        Statement regarding calculation of ratio of earnings to fixed
                  charges.

     21(4)        Subsidiaries of the Registrants

     99.1(4)      Certification by Chief Executive Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.

     99.2(4)      Certification by Chief Financial Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.

__________
(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) Filed herewith.

+   Management contract or compensatory plan or arrangement.


                                       36
<PAGE>
                                   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.


Date:  March 28, 2003

                                        VON HOFFMANN HOLDINGS INC.


                                        By:  /s/ Robert S. Mathews
                                             -----------------------------------
                                             Name:  Robert S. Mathews
                                             Title: Chief Executive Officer,
                                                    President and Director

          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.

<TABLE>
<S>                                         <C>                                 <C>
NAME                                                TITLE                                 DATE
----                                                -----                                 ----

/s/ Robert S. Mathews                               Director,                        March 28, 2003
------------------------                            President and CEO
Robert S. Mathews
(Principal Executive Officer)

/s/ Gary C. Wetzel                                  Senior Vice President, CFO,      March 28, 2003
------------------------                            Secretary and Treasurer,
Gary C. Wetzel
(Principal Financial and Accounting Officer)

/s/ Robert S. Christie                              Chairman of the Board of         March 28, 2003
------------------------                            Directors
Robert S. Christie


------------------------                            Director                         March __, 2003
Nicole S. Arnaboldi


/s/ David F. Burgstahler                            Director                         March 28, 2003
------------------------
David F. Burgstahler


/s/ Harold E. Layman                                Director                         March 28, 2003
------------------------
Harold E. Layman

/s/ James A. Quella                                 Director                         March 28, 2003
------------------------
James A. Quella


/s/ Robert A. Uhlenhop                              Director                         March 28, 2003
----------------------
Robert A. Uhlenhop


</TABLE>

                                       37
<PAGE>
                                   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.


Date:  March 28, 2003

                              VON HOFFMANN CORPORATION


                              By: /s/ Robert S. Mathews
                                  ----------------------------------------------
                                  Name:  Robert S. Mathews
                                  Title: Chief Executive Officer, President,
                                         Chief Operating Officer and Director

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

<TABLE>
<S>                                       <C>                                    <C>
NAME                                                TITLE                                  DATE
----                                                -----                                  ----

/s/ Robert S. Mathews                               Director,                        March 28, 2003
------------------------                            President and CEO
Robert S. Mathews
(Principal Executive Officer)


/s/ Gary C. Wetzel                                  Senior Vice President, CFO,      March 28, 2003
------------------------                            Secretary and Treasurer,
Gary C. Wetzel
(Principal Financial and Accounting Officer)



/s/Robert S. Christie                               Chairman of the Board of         March 28, 2003
------------------------                            Directors
Robert S. Christie


/s/ David S. Burgstahler                            Director                         March 28, 2003
------------------------
David F. Burgstahler


/s/ Harold E. Layman                                Director                         March 28, 2003
------------------------
Harold E. Layman


/s/ James A. Quella                                 Director                         March 28, 2003
------------------------
James A. Quella


</TABLE>



                                       38
<PAGE>
                                  CERTIFICATION

I, Robert S. Mathews, certify that:

1. I have reviewed this annual report on Form 10-K of Von Hoffmann Holdings Inc.
and Von Hoffman Corporation.

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrants as of, and for, the periods presented in this annual report;

4. The registrants' other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrants and we have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrants, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b) Evaluated the effectiveness of the registrants' disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrants' other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrants' auditors and the audit committee of
registrants' board of directors (or persons performing the equivalent
functions):

           a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

           b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants' internal
controls; and

6. The registrants' other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  March 28, 2003


                                            /s/ Robert S. Mathews
                                            ------------------------------------
                                            Name:  Robert S. Mathews
                                            Title:  Chief Executive Officer






                                       39
<PAGE>
                                  CERTIFICATION

I, Gary C. Wetzel, certify that:

1. I have reviewed this annual report on Form 10-K of Von Hoffmann Holdings Inc.
and Von Hoffman Corporation.

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrants as of, and for, the periods presented in this annual report;

4. The registrants' other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrants and we have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrants, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b) Evaluated the effectiveness of the registrants' disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrants' other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrants' auditors and the audit committee of
registrants' board of directors (or persons performing the equivalent
functions):

           a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants' ability to
record, process, summarize and report financial data and have identified for the
registrants' auditors any material weaknesses in internal controls; and

           b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants' internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 28, 2003

                                               /s/ Gary C. Wetzel
                                               ---------------------------------
                                               Name:  Gary C. Wetzel
                                               Title:  Chief Financial Officer






                                       40
<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                          PAGE
                                                                          ----

VON HOFFMANN HOLDINGS INC.:

Report of Independent Accountants                                          F-2



Consolidated Balance Sheets at December 31, 2002 and 2001                  F-3



Consolidated Statements of Operations for the year ended

December 31, 2002, 2001, and 2000                                          F-5



Consolidated Statements of Changes in Stockholders' Equity

for the year ended December 31, 2002, 2001, and 2000                       F-6



Consolidated Statements of Cash Flows for the year ended

December 31, 2002, 2001, and 2000                                          F-7



Notes to Consolidated Financial Statements                                 F-9






                                      F-1
<PAGE>
                        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, 2002 and 2001, 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, 2002. 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, 2002 and 2001, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2002 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.




                                                      /s/ Ernst & Young LLP




St. Louis, Missouri
January 24, 2003






                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                   Von Hoffmann Holdings Inc. and Subsidiaries

                           Consolidated Balance Sheets

                                                                                            DECEMBER 31
                                                                                   2002                      2001
                                                                        -----------------------------------------------------
<S>                                                                    <C>                         <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                $        4,437,814        $       18,319,923
   Trade accounts receivable, less allowance for doubtful accounts of
      $475,085 in 2002 and $563,957 in 2001                                         49,140,939                46,750,791
   Inventories                                                                      32,037,590                23,261,846
   Income taxes refundable                                                           1,610,764                 2,456,573
   Deferred income taxes                                                             2,492,145                 1,955,392
   Prepaid expenses                                                                  1,057,038                   595,951
                                                                        -----------------------------------------------------
Total current assets                                                                90,776,290                93,340,476

Deferred debt issuance cost, net of accumulated amortization of
   $3,362,918 in 2002 and $7,441,351 in 2001                                        11,123,569                 5,467,105

Property, plant, and equipment:
   Buildings and improvements                                                       45,907,423                46,467,711
   Machinery and equipment                                                         225,624,848               221,004,588
   Transportation equipment                                                            841,600                 2,815,781
   Furniture and fixtures                                                            6,633,872                 9,853,461
                                                                        -----------------------------------------------------
                                                                                   279,007,743               280,141,541
   Allowance for depreciation and amortization                                    (158,552,832)             (138,471,747)
                                                                        -----------------------------------------------------
                                                                                   120,454,911               141,669,794
   Installation in process                                                           3,016,871                 1,912,618
   Land                                                                              4,894,397                 4,894,397
                                                                        -----------------------------------------------------
                                                                                   128,366,179               148,476,809

Goodwill, net of accumulated amortization of $38,805,103 in 2002 and
   2001                                                                            189,854,557               183,200,984

Covenant not to compete, net of accumulated amortization of $781,819 in
   2001                                                                                      -                   218,181
                                                                        -----------------------------------------------------
                                                                            $      420,120,595        $      430,703,555
                                                                        =====================================================


                                      F-3
<PAGE>

                   Von Hoffmann Holdings Inc. and Subsidiaries

                     Consolidated Balance Sheets (continued)


                                                                                            DECEMBER 31
                                                                                   2002                      2001
                                                                        -----------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Trade accounts payable                                                   $       14,807,732        $       10,360,658
   Other accrued expenses                                                           13,189,475                 4,088,933
   Salaries and wages                                                                6,357,618                 9,257,062
   Taxes, other than income taxes                                                      743,057                   681,215
   Current portion of long-term debt                                                         -                29,235,592
                                                                        -----------------------------------------------------
Total current liabilities                                                           35,097,882                53,623,460

Long-term liabilities and reserves:
   Deferred income taxes                                                            11,383,698                12,773,067
   Senior secured credit agreement - revolving loan                                          -                23,000,000
   Senior secured credit agreement - term loans                                              -               189,319,331
   Senior debt                                                                     215,000,000                         -
   Senior subordinated notes                                                       100,000,000               100,000,000
   Subordinated exchange debentures                                                 35,681,157                43,016,132
                                                                        -----------------------------------------------------
                                                                                   362,064,855               368,108,530


Stockholders' equity:
   Common stock; $0.01 par value per share; 150,000,000 shares
      authorized                                                                       715,944                   515,944
   Additional paid-in capital                                                       86,434,271                59,980,698
   Accumulated deficit                                                             (55,240,233)              (49,943,911)
   Treasury stock, at cost                                                          (8,470,000)                  (90,000)
   Notes receivable from the sale of stock and accrued interest                       (482,124)               (1,491,166)
                                                                        -----------------------------------------------------
                                                                                    22,957,858                 8,971,565
                                                                        -----------------------------------------------------





                                                                            $      420,120,595        $      430,703,555
                                                                        =====================================================

See accompanying notes.




                                      F-4
<PAGE>

                   Von Hoffmann Holdings Inc. and Subsidiaries

                      Consolidated Statements of Operations

                                                                          YEAR ENDED DECEMBER 31
                                                         2002                     2001                      2000
                                               ------------------------------------------------------------------------------

Net sales                                          $   379,437,512          $   407,096,402           $   443,422,931
Cost of products and services                          321,331,238              346,917,560               374,165,599
                                               ------------------------------------------------------------------------------
Gross profit                                            58,106,274               60,178,842                69,257,332

Operating expenses:
   Selling and administrative expenses                  26,176,654               31,263,254                33,597,323
   Special consulting expenses                           2,453,268                  577,959                 2,149,239
   Restructuring charges                                         -                1,475,579                         -
                                               ------------------------------------------------------------------------------
                                                        28,629,922               33,316,792                35,746,562
                                               ------------------------------------------------------------------------------
Income from operations                                  29,476,352               26,862,050                33,510,770

Interest income                                            269,409                  264,849                   471,070
Gain (loss) on disposal of depreciable assets            2,771,316                 (512,467)                 (642,880)
Gain on debt extinguishment, net                           279,818                        -                         -
Interest expense - subsidiary                          (33,556,883)             (32,143,823)              (36,855,491)
Interest expense - subordinate exchange
   debentures                                           (5,529,701)              (5,982,802)               (5,295,989)
                                               ------------------------------------------------------------------------------
                                                       (35,766,041)             (38,374,243)              (42,323,290)
                                               ------------------------------------------------------------------------------
Loss before income taxes                                (6,289,689)             (11,512,193)               (8,812,520)

Income tax provision (benefit):
   Current                                                 932,755                5,433,088                 6,550,710
   Deferred                                             (1,926,122)              (6,701,302)               (7,252,096)
                                               ------------------------------------------------------------------------------
                                                          (993,367)              (1,268,214)                 (701,386)
                                               ------------------------------------------------------------------------------
Net loss                                           $    (5,296,322)         $   (10,243,979)          $    (8,111,134)
                                               ==============================================================================

Basic and diluted loss per common share            $         (0.08)         $         (0.20)          $         (0.16)
                                               ==============================================================================

See accompanying notes.




                                      F-5
<PAGE>
                   Von Hoffmann Holdings Inc. and Subsidiaries

         Consolidated Statements of Changes in Stockholders' Equity

                               NUMBER OF SHARES                                             AMOUNTS
                          ---------------------------- -----------------------------------------------------------------------------
                              COMMON    TREASURY     COMMON    ADDITIONAL     ACCUMULATED     TREASURY       NOTES       TOTAL
                                                                                                          RECEIVABLE
                                                                                                           FROM THE
                                                                                                STOCK     ALE OF STOCK
                                                                 PAID-IN                                  AND ACCRUED
                              STOCK       STOCK       STOCK      CAPITAL        DEFICIT                  S INTEREST
                          ------------------------ ---------------------------------------------------------------------------------

Balance at December 31,
  1999                     51,594,444          -   $  515,944 $  59,980,698  $ (31,588,798) $          - $ (1,279,031)$  27,628,813
Net loss                            -          -            -             -     (8,111,134)            -            -    (8,111,134)
Accrued interest                    -          -            -             -              -             -     (123,055)     (123,055)
                          ------------------------ ---------------------------------------------------------------------------------
Balance at December 31,    51,594,444          -      515,944    59,980,698    (39,699,932)            -   (1,402,086)   19,394,624
  2000
Net loss                            -          -            -             -    (10,243,979)            -            -   (10,243,979)
Accrued interest                    -          -            -             -              -             -     (133,517)     (133,517)
Purchase of treasury stock          -     60,000            -             -              -       (90,000)      44,437       (45,563)
                          ------------------------ ---------------------------------------------------------------------------------
Balance at December 31,    51,594,444     60,000      515,944    59,980,698    (49,943,911)      (90,000)  (1,491,166)    8,971,565
  2001
Net loss                            -          -            -             -     (5,296,322)            -            -    (5,296,322)
Accrued interest                    -          -            -             -              -             -      (93,306)      (93,306)
Purchase of treasury stock          -  8,380,000            -             -              -    (8,380,000)   1,102,348    (7,277,652)
Issuance of common stock   20,000,000          -      200,000    19,800,000              -             -            -    20,000,000
Pushdown of goodwill
  created by equity
  transactions                      -          -            -     6,653,573              -             -            -     6,653,573
                          ------------------------ ---------------------------------------------------------------------------------
Balance at December 31,    71,594,444  8,440,000   $  715,944 $  86,434,271  $ (55,240,233) $ (8,470,000)$   (482,124)$  22,957,858
  2002                    ============================ =============================================================================


See accompanying notes.




                                      F-6
<PAGE>
                   Von Hoffmann Holdings Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows

                                                                          YEAR ENDED DECEMBER 31
                                                         2002                     2001                      2000
                                               ------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net loss                                                $ (5,296,322)            $(10,243,979)              $(8,111,134)
Adjustments to reconcile net loss to net cash
   provided by operating activities:
      Depreciation                                        29,266,268               38,030,255                34,339,578
      Amortization of intangibles                            218,181                9,289,234                 9,118,237
      Accretion of discount on subordinated
        exchange debentures                                  308,271                  374,583                   374,583
      Amortization of debt issuance costs                  2,133,080                1,987,084                 1,783,674
      (Gain) loss on disposal of depreciable
        assets                                            (2,771,316)                 512,467                   642,880
      Gain on debt extinguishment, net                      (279,818)                       -                         -
      Provision for deferred income taxes                 (1,926,122)              (6,701,302)               (7,252,096)
      Accrued interest on subordinated
        exchange debentures                                5,221,430                5,608,218                 4,921,406
      Accrued interest on notes from the sale
        of stock                                             (93,306)                (133,517)                 (123,055)
      Changes in operating assets and
        liabilities:
           Trade accounts receivable                      (2,390,148)              11,148,443                 6,500,147
           Inventories                                    (8,775,744)              12,855,273                (3,475,863)
           Income taxes refundable                           845,809                 (250,818)               (2,341,278)
           Prepaid expenses                                 (461,087)                 448,315                   858,358
           Trade accounts payable                          4,447,074               (4,322,835)                1,335,750
           Other accrued expenses                          9,100,542                  443,987                   243,405
           Salaries and wages                             (2,899,444)                 728,460                 1,185,337
           Taxes, other than income taxes                     61,842                 (157,360)                  (58,467)
                                               ------------------------------------------------------------------------------
Net cash provided by operating activities                 26,709,190               59,616,508                39,941,462





                                      F-7
<PAGE>

                   Von Hoffmann Holdings Inc. and Subsidiaries

                Consolidated Statements of Cash Flows (continued)

                                                                          YEAR ENDED DECEMBER 31
                                                         2002                     2001                      2000
                                               ------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchases of property, plant, and equipment             (12,656,960)             (23,875,500)              (28,131,550)
Proceeds from sale of equipment                           6,272,638                  172,463                   930,851
Purchases of subsidiaries, net of acquired
   cash:
      Precision Offset Printing Company, Inc.                     -                        -               (25,326,992)
                                               ------------------------------------------------------------------------------
Net cash used in investing activities                    (6,384,322)             (23,703,037)              (52,527,691)

FINANCING ACTIVITIES
Payments of debt issuance costs                         (10,914,191)                 (13,563)               (1,256,705)
Net payments - revolving loan                           (23,000,000)             (10,000,000)                7,000,000
Net (payments) borrowings - acquisition loan            (21,000,000)              (4,000,000)               16,500,000
Payments on senior secured debt - term loans           (197,554,923)              (9,220,077)               (6,425,000)
Proceeds from issuance of senior notes                  215,000,000                        -                         -
Payments on subordinated exchange debentures             (9,460,211)                       -                         -
Receipt on notes receivable from sale of stock            1,102,348                   44,437                         -
Purchase of treasury stock                               (8,380,000)                 (90,000)                        -
Issuance of common stock                                 20,000,000                        -                         -
                                               ------------------------------------------------------------------------------
Net cash (used in) provided by financing
   activities                                           (34,206,977)             (23,279,203)               15,818,295
                                               ------------------------------------------------------------------------------
Net (decrease) increase in cash and cash                (13,882,109)              12,634,268                 3,232,066
   equivalents
Cash and cash equivalents at beginning of year           18,319,923                5,685,655                 2,453,589
                                               ------------------------------------------------------------------------------
Cash and cash equivalents at end of year         $        4,437,814         $     18,319,923         $       5,685,655
                                               ==============================================================================

See accompanying notes.


</TABLE>


                                      F-8
<PAGE>

                   Von Hoffmann Holdings Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


1. SUMMARY OF ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Von Hoffmann
Holdings Inc. (formerly known as Von Hoffmann Corporation) (the Company) and its
wholly owned subsidiary, Von Hoffmann Corporation (formerly known as Von
Hoffmann Press, Inc.) (the Subsidiary) and its wholly owned subsidiaries:
Mid-Missouri Graphics, Inc., Von Hoffmann Graphics, Inc., H&S Graphics, Inc.,
Preface, Inc., One Thousand Realty and Investment Company, and Precision Offset
Printing Company, Inc. Effective February 29, 2002, Von Hoffmann Graphics, Inc.
was merged with the Subsidiary. Effective December 20, 2002, One Thousand Realty
and Investment Company was merged into the Subsidiary. Effective July 1, 2001,
Mid-Missouri Graphics, Inc. was merged into the Subsidiary. Intercompany
accounts and transactions have been eliminated.


USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results will differ from these estimates.


BUSINESS SEGMENT AND CONCENTRATION OF CREDIT RISK

Substantially all of the Company's assets, sales, and operating earnings are
derived from the performance of book manufacturing services to educational
publishers, commercial entities, and governmental institutions throughout the
United States. At December 31, 2002, approximately 16.7 percent of the Company's
workforce is subject to collective bargaining agreements. Two customers and
their affiliates accounted for 27.9 percent of 2002 net sales, 32.0 percent of
2001 net sales, and 28.8 percent of 2000 net sales, respectively. Additionally,
these two customers and their affiliates accounted for 15.6 percent of accounts
receivable, respectively, at December 31, 2002. The Company performs periodic
credit evaluations of its customers' financial condition and generally does not
require collateral.


REVENUE RECOGNITION

Revenues are recognized when the products are shipped FOB shipping point, risk
of loss transfers or as services are performed as determined by the contractual
arrangement.


CASH AND CASH EQUIVALENTS

The Company considers cash and cash equivalents to include demand deposits and
repurchase agreements with maturities of three months or less when purchased.
Cash and cash equivalents are carried at cost, which approximates market value.


INVENTORIES

The Company values substantially all of its 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. Effective January 1, 2000, the Company made
changes in its LIFO calculations consisting of consolidation of LIFO pools,
applying LIFO to additional portions of inventory, and changing certain
computational techniques. The impact of these changes in methods was not
material, individually or in the aggregate, to the operating results in 2000.



                                      F-9
<PAGE>
                   Von Hoffmann Holdings Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements


1. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)


Inventories are comprised of the following amounts at December 31:

                                             2002                 2001
                                      ------------------------------------------

   Raw materials                            $14,602,196         $18,504,261
   Work-in-process                           19,125,388           6,549,530
                                      ------------------------------------------
                                             33,727,584          25,053,791
   Less LIFO reserve                          1,689,994           1,791,945
                                      ------------------------------------------
                                            $32,037,590         $23,261,846
                                      ==========================================

PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment are stated at cost. The Company capitalizes 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 the following estimated useful lives:

                 DESCRIPTION YEARS
               -----------------------------------------------------------------

               Buildings and improvements                            11-40
               Machinery and equipment                                5-12
               Transportation equipment                               4-10
               Furniture and fixtures                                 4-7

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which addressed financial accounting and
reporting for the impairment or disposal of long-lived assets and superceded
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions of Accounting Principles Board (APB) Opinion No. 30, Reporting the
Results of Operations, for a disposal of a segment of a business. SFAS No. 144
became effective for fiscal years beginning after December 15, 2001. The Company
adopted SFAS No. 144 as of January 1, 2002, and the adoption of the statement
did not have an effect on our financial position or our results of operations.


GOODWILL

Effective January 1, 2002, the Company adopted SFAS No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No.
141 requires business combinations initiated after June 30, 2001 to be accounted
for using the purchase method. SFAS No. 141 further clarifies the criteria for
recognition of intangible assets separately from goodwill. The adoption of this
standard did not have any effect on the Company's accounting for prior business
acquisitions.

Under SFAS No. 142, goodwill is no longer amortized, but is subject to annual
impairment tests. Accordingly, as of January 1, 2002, the Company no longer
amortizes 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. In subsequent years, the Company will perform a formal
impairment test of goodwill 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.





                                      F-10
<PAGE>
                   Von Hoffmann Holdings Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements (continued)

1. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

If goodwill amortization was not recorded in 2001 and 2000, the Company would
have reported net loss of $1.3 million or $0.03 basic and diluted loss per share
and net income of $0.7 million or $0.01 basic and diluted earnings per share,
respectively.


INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the financial and tax basis of assets and liabilities. Deferred income
taxes are measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered
or settled.


EMPLOYEE STOCK OPTIONS

As permitted by SFAS No. 123, Accounting for Stock-Based Compensation, the
Company follows APB Opinion No. 25 and related interpretations in accounting for
its stock compensation awards.


SHIPPING AND HANDLING COSTS

The Company records all revenues related to shipping and handling fees in net
sales and the related costs in cost of products and services.


RECLASSIFICATIONS

Certain reclassifications have been made to prior years' balances to conform
with the current year presentation.


2. RECAPITALIZATION RESTATED TO A PURCHASE

Effective May 22, 1997, a leveraged recapitalization of the Company took place
(Recapitalization) pursuant to which:

     (1)  The Company executed a credit agreement with a syndicate of financial
          institutions representing the senior secured credit facility (the
          Credit Agreement) in an aggregate amount of $200 million. Initial
          proceeds under the senior secured credit facility were $125 million.
          The terms of the senior secured credit facility are described in Note
          5.

     (2)  The Company issued $100 million of senior subordinated notes (Note 5).

     (3)  In exchange for $67.1 million, DLJ Merchant Banking Partners II and
          its affiliates acquired approximately 84 percent of the new common
          stock of the Company, redeemable preferred stock, and warrants to
          purchase additional shares of new common stock in the Company. On
          November 16, 1998, the preferred stock was converted into 13.5 percent
          subordinated exchange debentures at the then accreted value of $30.4
          million. The terms of the 13.5 percent subordinated exchange
          debentures are described in Note 5.

     (4)  The Company redeemed/exchanged the former common stock of the Company
          owned by ZS VH L.P. (ZS) for (a) cash of $288.8 million and (b) 10
          percent of the new common stock of the Company.

     (5)  The Company exchanged the former common stock of the Company owned by
          Robert A. Uhlenhop (Uhlenhop), the Company's former president and
          chief executive officer, for approximately 2.5 percent of the new
          common stock of the Company. In exchange for $0.3 million in cash and
          $0.5 million of notes receivable, Uhlenhop acquired an additional 1.5
          percent of the new common stock in the Company.

     (6)  In exchange for $0.4 million in cash and $0.4 million of notes
          receivable, certain other management personnel acquired the remaining
          2.0 percent of the new common stock in the Company.



                                      F-11
<PAGE>

                   Von Hoffmann Holdings Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


2. RECAPITALIZATION RESTATED TO A PURCHASE (CONTINUED)


     (7)  Costs incurred by the Company related to the Recapitalization were
          approximately $5.9 million and were expensed in the predecessor
          financial statements.

Through June 20, 2002, the Company accounted for the May 22, 1997
Recapitalization transaction using the historical basis of the Company's
existing assets and liabilities (i.e., "recapitalization accounting") because
there was substantive continuing voting ownership by ZS. Because of the events
described below and the rules in SEC Staff Accounting Bulletin (SAB) No. 54, the
Company was required to retroactively push down the new owners' basis to the
Company's separate financial statements - as if it were a new entity as of May
22, 1997.

During 2002, the Company had the following equity transactions:

     o    On March 26, 2002, the Company issued 20 million shares of its common
          stock to its majority shareholder for $20.0 million in cash.

     o    On June 21, 2002, the Company purchased all 5 million shares of common
          stock owned by ZS for $5.0 million in cash.

     o    On June 21, 2002, the Company purchased all 2 million shares of common
          stock owned by Uhlenhop for $2.0 million, consisting of approximately
          $1.2 million in cash and settlement of a note receivable of
          approximately $0.8 million.

As a result of these transactions, the majority owners of the Company owned
approximately 96 percent of the Company's common stock. In accordance with SAB
No. 54, recapitalization accounting could no longer be used, and the new owners'
"purchase accounting" basis had to be pushed down to the Company's financial
statements as if it had occurred May 22, 1997. The accompanying financial
statements reflect this retroactive application, and accordingly, the 2001 and
2000 balances have been restated from their recapitalization accounting
presentation in past financial statements issued by the Company.

The application of purchase accounting for the May 22, 1997 partial purchase by
the new owners and the March 26, 2002 purchase by the majority stockholder
resulted in the following adjustments as of December 31, 2001 and for the years
ended December 31, 2001 and 2000:

                                                       DECEMBER 31, 2001
                                                PREVIOUSLY        RESTATED
                                                 REPORTED          BALANCE
                                                ------------------------------

   BALANCE SHEETS
   Inventories                              $    15,789,157    $    23,261,846
   Property, plant, and equipment, net          137,709,574        148,476,809
   Goodwill, net                                 39,267,433        183,200,984
   Net deferred income tax liability              4,116,548         10,817,675
   Total stockholders' equity (deficit)        (146,550,783)         8,971,565






                                      F-12
<PAGE>

                   Von Hoffmann Holdings Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)

<TABLE>
<CAPTION>
                                            YEAR ENDED DECEMBER 31
                                           2001                              2000
                           ----------------------------------------------------------------------------
                                PREVIOUSLY        RESTATED             PREVIOUSLY        RESTATED
                                 REPORTED         BALANCE               REPORTED          BALANCE
                            ---------------------------------------------------------------------------
<S>                        <C>                <C>                  <C>              <C>
  Cost of products and          $334,372,403     $346,917,560          $361,911,162     $374,165,599
   services
  Selling and
   administrative expenses        23,404,166       31,263,254            25,776,350       33,597,323
  Loss on disposal of
   depreciable assets               (394,375)        (512,467)             (704,875)        (642,880)
  Income tax provision
   (benefit)                       3,716,620       (1,268,214)            4,095,143         (701,386)
  Net income (loss)                5,293,524      (10,243,979)            7,105,751       (8,111,134)
  Earnings (loss) per
   share:
    Basic                              $0.10           $(0.20)                $0.14           $(0.16)
    Diluted                            $0.09           $(0.20)                $0.12           $(0.16)

</TABLE>

During the third and fourth quarters of 2002, the Company purchased
approximately 1.4 million shares of common stock, owned by former employees, for
approximately $1.4 million in cash.

The March 26, 2002 acquisition by the majority stockholder of the newly issued
shares, the June 21, 2002 acquisitions by the Company of all shares of common
stock held by ZS and Uhlenhop, and the third and fourth quarter common stock
repurchases resulted in additional purchase accounting basis being pushed down
to the Company. Such pushdown resulted in additional goodwill of approximately
$6.7 million being recorded by the Company in 2002.


3. BUSINESS COMBINATIONS


PRECISION OFFSET PRINTING COMPANY, INC.

On March 30, 2000, the Company completed the acquisition of all of the
outstanding shares of Precision Offset Printing Company, Inc. and Precision
Ollan Seal, Inc. (collectively, Precision). The acquisition price, net of cash
received and including capitalized transaction costs, was approximately $25.3
million and was principally financed with a $25 million increase in the Senior
Secured Credit Agreement (the Credit Agreement).

The acquisition was accounted for as a purchase, and the consolidated financial
statements include the results of operations of Precision from the acquisition
date. The excess purchase price over estimated fair value of net assets acquired
was approximately $17.1 million and was accounted for as goodwill.

Precision operates plants in Leesport, Pennsylvania, and Dauberville,
Pennsylvania. Precision manufactures overhead transparencies and plastic inserts
for use primarily in the education market. The 2000 pro forma results of
operations as if the Precision acquisition had occurred at the beginning of the
respective period would not have been materially different from the reported
results.


4. RESTRUCTURING CHARGE

During 2001, the Company closed the sheet-fed printing, stripping, and
platemaking operations of its St. Louis, Missouri, manufacturing location. The
majority of these operations were transferred to the Owensville, Missouri,
manufacturing location of Von Hoffmann Graphics, Inc. Additionally, the Company
reduced the workforce within the St. Louis, Missouri, manufacturing location of
the Subsidiary. Lastly, the Company closed the Owensville,





                                      F-13
<PAGE>

                   Von Hoffmann Holdings Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



4. RESTRUCTURING CHARGE (CONTINUED)


Missouri, manufacturing location of the Subsidiary. These operations and certain
related assets were consolidated into the Jefferson City, Missouri,
manufacturing locations of the Subsidiary. As a result of these restructurings,
the Company recorded total restructuring expenses of approximately $1,476,000
consisting mainly of employee severance and equipment relocation costs. The
Company utilized approximately $1,370,000 in 2001 and $106,000 in 2002. The
Company has no remaining liability associated with the restructuring.


5. LONG-TERM DEBT

Long-term debt consisted of the following at December 31:

<TABLE>
                                                                                          2002                 2001
                                                                                   ------------------------------------------
<S>                                                                              <C>                     <C>
   Von Hoffmann Corporation:
      Senior secured credit agreement - revolving loan                              $                 - $        23,000,000
      Senior secured credit agreement - term loans                                                    -         197,554,923
      Senior notes                                                                          215,000,000                   -
      Senior subordinated notes                                                             100,000,000         100,000,000
      Senior secured credit agreement - acquisition loan                                              -          21,000,000
                                                                                   ------------------------------------------
                                                                                            315,000,000         341,554,923
   Von Hoffmann Holdings Inc.:
      Subordinated exchange debentures                                                       35,681,157          43,016,132
                                                                                   ------------------------------------------
                                                                                             35,681,157          43,016,132
                                                                                   ------------------------------------------
                                                                                            350,681,157         384,571,055
      Less current portion                                                                            -          29,235,592
                                                                                   ------------------------------------------
                                                                                    $       350,681,157 $       355,335,463
                                                                                   ==========================================
</TABLE>

SENIOR SECURED CREDIT AGREEMENT (NEW CREDIT AGREEMENT)

On March 26, 2002, the Subsidiary entered into a Senior Secured Credit Agreement
(New Credit Agreement), which provides $90.0 million on a revolving basis. At
the Subsidiary's one-time option, the available borrowings may be increased to
$100.0 million, subject to finding lenders to provide such increase. The New
Credit Agreement expires November 15, 2006.

Borrowings under the New Credit Agreement bear interest at variable rates tied
to, at the Subsidiary's option, LIBOR or base rates of interest, and such
interest is payable quarterly. Additionally, performance-based reductions of
interest are available subject to measures of leverage. At December 31, 2002,
the Subsidiary had no outstanding borrowings and approximately $73 million
available for future borrowings under the New Credit Agreement, net of $1.35
million in an outstanding letter of credit.

The indebtedness outstanding on the New Credit Agreement is guaranteed by the
Company and the Subsidiary's subsidiaries and secured by the capital stock of
the Subsidiary. Since the Company has no independent operations and no
subsidiaries other than the Subsidiary, these financial statements do not
include condensed consolidating financial information. Additionally, the
indebtedness is secured by substantially all existing and after-acquired
property and assets of the Subsidiary.


SENIOR SECURED CREDIT AGREEMENT (OLD CREDIT AGREEMENT)

The Credit Agreement, originally entered into on May 22, 1997 as amended
therefrom, was comprised of three term loan tranches with maturities ranging
from six to eight years. Amortization of these term loans commenced on September




                                      F-14
<PAGE>
                   Von Hoffmann Holdings Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


5. LONG-TERM DEBT (CONTINUED)

30, 1997. Amounts outstanding at December 31, 2001 under the three term loan
tranches were $197,554,923.

In addition, the Old Credit Agreement included a revolving loan and an
acquisition loan commitment of $75 million and $25 million, respectively.
Amounts outstanding at December 31, 2001 under the revolving loan and
acquisition loan were $23 million and $21 million, respectively.

As a result of the Company extinguishing the Old Credit Agreement and entering
into the New Credit Agreement, the Company recognized a loss of $3.1 million,
which is reflected within the gain on debt extinguishment. The loss represents
the write-off of deferred debt issuance costs associated with the Old Credit
Agreement.


SENIOR NOTES

On March 26, 2002, the Subsidiary issued $215 million of 10.25 percent senior
notes (2009 Senior Notes) due at maturity in 2009.

The notes pay interest semiannually in arrears on February 15 and August 15 and
are a general unsecured obligation of the Subsidiary, fully and unconditionally
guaranteed by the Company and the subsidiaries of the Subsidiary. The notes are
subordinated to all current and future secured debt, including borrowings under
the Senior Secured Credit Agreement. Under the senior notes indenture, the
Subsidiary is subject to certain covenants that, among other things, limit the
ability of the Subsidiary to pay dividends, incur additional indebtedness, and
sell assets.

Proceeds from the New Credit Agreement and the 2009 Senior Notes were used to
pay off all outstanding balances under the Subsidiary's prior Senior Secured
Credit Agreement.


SENIOR SUBORDINATED NOTES

On May 22, 1997, the Subsidiary issued $100 million of 10.375 percent senior
subordinated notes due at maturity in 2007.

The notes pay interest semiannually in arrears on May 15 and November 15 and are
a general unsecured obligation of the Subsidiary, fully and unconditionally
guaranteed by the Company and the subsidiaries of the Subsidiary, and
subordinated to all current and future senior debt, including borrowings under
the New Credit Agreement and the Senior Notes.

Under the senior subordinated notes indenture, the Subsidiary is subject to
certain covenants that, among other things, limit the ability of the Subsidiary
to pay dividends, incur additional indebtedness, and sell assets.

The subordinated notes indenture required the Company to file a registration
statement with the Securities and Exchange Commission within 365 days of the
issuance date or pay liquidated damages. The Company did not file a registration
statement and complete an exchange offer for the private notes until September
27, 2002. As a result, the Company paid liquidated damages at an annual rate of
0.5 percent from May 22, 1998 until that date.


SUBORDINATED EXCHANGE DEBENTURES/REDEEMABLE PREFERRED STOCK/WARRANTS

On May 22, 1997, the Company issued redeemable preferred stock due in 2009 and
detachable warrants for $25 million. The total proceeds received were allocated
between the preferred stock and the warrants based on an estimate of each
security's fair value at the date of issuance. The preferred stock accreted
dividends at an annual rate of 13.5 percent until it was exchanged on November
16, 1998 for subordinated exchange debentures due in 2009. After the exchange,
the preferred stock owners sold the subordinated exchange debentures in the open
market. The subordinated exchange debentures accrue interest at a rate of 13.5
percent. Interest is currently not paid in cash but accretes to and increases
the principal amount of each debenture. Beginning on May 22, 2002, interest will




                                      F-15
<PAGE>
                   Von Hoffmann Holdings Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



5. LONG-TERM DEBT (CONTINUED)


be required to be paid in cash, subject to restrictions defined in the New
Credit Agreement and conditions provided in the subordinated exchange debentures
indenture. The debentures cannot be redeemed by the Company until May 15, 2002
unless they are redeemed in conjunction with an initial public offering of the
Company's stock or redemption is requested by the debenture holders upon the
occurrence of a change in control of the ownership of the Company.

During 2002, the Company purchased approximately 28.3 percent of its outstanding
subordinated exchange debentures for approximately $9.5 million. The purchase
price of these debt instruments was less than the carrying value, resulting in a
gain on the transaction of approximately $3.4 million, which is reflected within
the gain on debt extinguishment.

A total of 5,000,000 detachable warrants was issued in conjunction with the
issuance of the preferred shares. The warrants entitle the holder to purchase
common shares of the Company at a price of $0.01 per share. The warrants expire
after ten years and can be exercised at any time. The fair value assigned to
warrants of $4,495,000 is reflected in the stockholders' equity section of the
consolidated balance sheets.

At December 31, 2002, the fair value of the senior notes and senior subordinated
notes was approximately $197.8 million and $78.0 million, respectively, based on
quoted market prices. The redemption value of the subordinated exchange
debentures at December 31, 2002 was $37.4 million. Total interest paid on all
debt was $27,997,528 in 2002, $30,346,820 in 2001, and $35,089,553 in 2000.


6. INCOME TAXES

The reconciliation of income tax expense at the U.S. federal statutory tax
rates to the effective income tax rates is as follows:

<TABLE>
<CAPTION>

                                                                                  YEAR ENDED DECEMBER 31
                                                                      2002                2001                 2000
                                                              ---------------------------------------------------------------

<S>                                                           <C>                 <C>                 <C>
   Expected statutory rate                                            35.00%               35.00%              35.00%
   Nondeductible goodwill                                              -                  (28.00)%            (35.87)%
   Accretion on subordinated exchange debentures                      (1.81%)              (1.20)%             (1.57)%
   Interest and gain on subordinated exchange debentures             (26.47%)               -                   -
   State income tax and other                                          9.07%                5.22%              10.40%
                                                              ---------------------------------------------------------------
   Effective tax rate                                                 15.79%               11.02%               7.96%
                                                              ===============================================================


</TABLE>




                                      F-16
<PAGE>

                   Von Hoffman Holdings Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (continued)



6. INCOME TAXES (CONTINUED)

The components of the income tax provision (benefit) are as follows:

<TABLE>
<S>                                                      <C>                     <C>                 <C>
                                                                      2002                2001                 2000
                                                              ---------------------------------------------------------------
   Current:
      U.S. federal                                              $        883,221     $      4,878,105    $      6,050,239
      State and other                                                     49,534              554,983             500,471
                                                              ---------------------------------------------------------------
                                                                $        932,755     $      5,433,088    $      6,550,710
                                                              ===============================================================

   Deferred:
      U.S. federal                                              $     (1,784,674)    $     (6,016,771)   $     (6,698,040)
      State and other                                                   (141,448)            (684,531)           (554,056)
                                                              ---------------------------------------------------------------
                                                                $     (1,926,122)    $     (6,701,302)   $     (7,252,096)
                                                              ===============================================================

Significant components of the Company's deferred tax assets and liabilities are
as follows:


                                                                                            DECEMBER 31
                                                                                  2002                      2001
                                                                        -----------------------------------------------------
   Deferred tax assets:
      Goodwill/impairment charge                                             $      4,972,674        $        5,491,560
      Interest on subordinated exchange debentures                                  4,717,717                 5,684,407
      Vacation accrual                                                              1,178,435                 1,149,718
      Other                                                                         1,570,657                   805,674
                                                                        -----------------------------------------------------
   Total deferred tax assets                                                       12,439,483                13,131,359

   Deferred tax liabilities:
      Property, plant, and equipment                                               17,721,254                20,774,125
      Inventory                                                                     3,053,553                 3,116,974
      Other                                                                           556,229                    57,935
                                                                        -----------------------------------------------------
      Total deferred tax liabilities                                               21,331,036                23,949,034
                                                                        -----------------------------------------------------
   Net deferred tax liabilities                                            $       (8,891,553)       $      (10,817,675)
                                                                        =====================================================

</TABLE>

Income taxes of $2,331,889, $9,433,947, and $8,489,766 were paid in 2002, 2001,
and 2000, respectively.


7. PENSION AND PROFIT SHARING PLAN

The Company has one defined contribution pension and profit sharing plan. The
Company contributed a total of $4,680,999 in 2002, $4,343,222 in 2001, and
$4,385,292 in 2000.


8. EMPLOYEE STOCK OPTION PLAN

During 1997, the Company authorized a stock option plan to grant options to
management personnel for up to 6,000,000 shares of the Company's common stock.
Certain options granted under the plan vest ratably over a five-year period,
while other options have an accelerated vesting feature in which vesting occurs
ratably over a five-year period only if certain performance targets are met. If
performance targets are not met, those options automatically vest nine years and
11 months from the date of grant. Vested options may be exercised up to ten
years from the date of grant.





                                      F-17
<PAGE>

                   Von Hoffmann Holdings Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)


8. EMPLOYEE STOCK OPTION PLAN (CONTINUED)

     Information related to the Company's stock option plan is presented below.

<TABLE>
<CAPTION>
                       --------------------------------- ---------------------------------  ---------------------------------
                                     2002                              2001                               2000
                       --------------------------------- ---------------------------------  ---------------------------------
                          NUMBER OF    WEIGHTED AVERAGE     NUMBER OF        WEIGHTED          NUMBER OF        WEIGHTED
                                                                             AVERAGE                            AVERAGE
                           OPTIONS      EXERCISE PRICE       OPTIONS      EXERCISE PRICE        OPTIONS      EXERCISE PRICE
                       --------------------------------- ---------------------------------  ---------------------------------
<S>                   <C>               <C>             <C>                 <C>             <C>              <C>
   Outstanding at           5,275,000        $1.20            5,525,000              $1.19       5,600,000        $1.18
    beginning of year
   Forfeited                2,048,400         1.52              400,000               1.27         375,000         2.12
   Granted                          -            -              150,000               2.25         300,000         2.25
                       -----------------                 -----------------                  -----------------
   Outstanding at end       3,226,600        $1.00            5,275,000              $1.20       5,525,000        $1.19
    of year
                       ================================= =================================  =================================

   Exercisable at end
    of year                 2,931,970        $1.00            3,887,685              $1.12       3,378,815        $1.10
                       ================================= =================================  =================================

   Reserved for future
    option grants           2,773,400                           725,000                            475,000
                       =================                 =================                  =================

</TABLE>


Pro forma information regarding net income and earnings per share is required by
SFAS No. 123 and has been determined as if the Company had accounted for its
employee stock options under the fair value method of SFAS No. 123. The fair
value for these options was estimated at the date of grant using the minimum
value method. Under this method, the expected volatility of the Company's common
stock is not estimated, as there is no market for the Company's common stock in
which to monitor stock price volatility. The calculation of the fair value of
the options granted in 2001 and 2000 assumes a risk-free interest rate of 5.00
and 5.50 percent, respectively, an assumed dividend yield of zero, and an
expected life of the options of five years. The weighted average fair value of
options granted during 2001 and 2000 was $0.50 and $0.54 per share,
respectively. The weighted average remaining contractual life of options is 4.42
years. For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' estimated vesting period.

Option valuation models require the input of highly subjective assumptions.
Because the Company's employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options. Based on the above
assumptions, the Company's pro forma net income and earnings per share
incorporating this amortization would not have been materially different from
reported amounts during 2002, 2001, and 2000.

In August 2002, the Company offered a voluntary option cancellation and
replacement program to certain of its 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 the Company's common stock were tendered and
canceled, of which 616,695 were eligible for replacement option grants. The
exercise price of each replacement option will be the fair value of the
Company's common stock on the date of grant. The replacement options will have
terms and conditions that are substantially the same as those canceled options.
The exchange program is not expected to result in any compensation charges or
variable plan accounting.






                                      F-18
<PAGE>

                   Von Hoffmann Holdings Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)



9. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted loss per
share:


<TABLE>
<CAPTION>
                                                                             YEAR ENDED DECEMBER 31
                                                              2002                     2001                   2000
                                                   --------------------------------------------------------------------------
<S>                                                <C>                        <C>                     <C>
   Numerator for basic and diluted earnings per             $(5,296,322)             $(10,243,979)            $(8,111,134)
      share - loss allocable to common
      stockholders
                                                   ==========================================================================

    Denominator for basic and diluted loss per
       share - weighted average shares                       62,609,786                51,579,444              51,594,444
                                                   ==========================================================================
   Basic and diluted loss per share                      $        (0.08)          $         (0.20)        $         (0.16)
                                                   ==========================================================================


10. RELATED PARTY TRANSACTIONS

The Company paid consulting fees to Credit Suisse First Boston Corporation
(Credit Suisse) (or its predecessor), an affiliate of a stockholder in the
Company, of approximately $0.4 million in 2002 and $0.3 million in 2001 and
2000. As part of the financing activity disclosed in Note 5, the Company paid
consulting fees associated with formulation of financial strategies to Credit
Suisse of approximately $1.0 million. In addition, the Company paid underwriting
fees in 2002 associated with the 2009 Senior Notes and New Credit Agreement to
Credit Suisse of approximately $8.2 million. Credit Suisse also received fees
for their work assisting the Company on the open market repurchases of its
Subordinated Exchange Debentures. The Company believes the amount paid to Credit
Suisse in these transactions was no more favorable than an amount it would have
paid to independent third parties for the same service.


11. UHLENHOP AGREEMENT

On June 21, 2002, the Company and Uhlenhop amended his employment agreement, and
at that time, the Company paid Uhlenhop a one-time cash payment on an after-tax
basis of $1.0 million. The Company recorded an expense, as reflected in selling
and administrative expense in 2002, of approximately $1.8 million.


12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

                                     QUARTER
2002                               FIRST            SECOND             THIRD             FOURTH                     YEAR
Net sales                        $82,666,127      $112,025,340      $108,054,283       $76,691,762             $379,437,512
Gross profit                       9,368,587        19,871,872        16,310,841        12,554,974               58,106,274
Net income (loss)                 (5,793,228)        2,268,221           249,446        (2,020,761)              (5,296,322)
Basic earnings (loss)
   per share                            (0.11)             0.03              -                (0.03)                   (0.08)
Diluted earnings (loss)
   per share        (loss) per share    (0.11)             0.03              -                (0.03)                   (0.08)


</TABLE>





                                      F-19
<PAGE>
                   Von Hoffmann Holdings Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements



12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                                     QUARTER
2001                                        FIRST             SECOND             THIRD            FOURTH             YEAR
<S>                                     <C>                <C>              <C>               <C>               <C>
Net sales                                 $112,852,034       $113,889,206      $107,451,937       $72,903,225      $407,096,402
Gross profit                                16,677,865         20,496,269        15,844,935         7,159,773        60,178,842
Net income (loss)                           (2,757,608)         1,158,592        (1,784,851)       (6,860,112)      (10,243,979)
Basic earnings (loss) per share                  (0.05)              0.02             (0.03)            (0.13)            (0.20)
Diluted earnings (loss) per share  share
                                                 (0.05)              0.02             (0.03)            (0.13)             (0.20)

</TABLE>


(1)        During the quarter ended December 31, 2002, the Company recorded a
           $1,000,000 increase to earnings ($842,000 net of tax) related to a
           book-to-physical inventory adjustment on paper inventory. The impact
           of the adjustment on a basic and diluted basis was $0.01 per share.





                                      F-20
<PAGE>
                            VON HOFFMANN HOLDING INC.

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 -----------------------------------------------

<TABLE>
<CAPTION>

                                                          2000                       2001                       2002
                                                          ----                       ----                       ----
<S>                                                <C>                        <C>                        <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Balance, beginning of year                          $     901,547              $     532,128              $      563,957
Provisions (reductions) charged to income                 113,085                    100,000                    (100,000)
Uncollectible accounts written off, net of
recoveries                                               (482,504)                   (68,171)                     11,128
                                                    --------------             --------------             ---------------
Balance, beginning of year                          $     532,128              $     563,957              $      475,085

RESERVE FOR OBSOLETE INVENTORY:
Balance, beginning of year                          $           -              $     448,820              $      440,870
Provisions (reductions) charged to income                 450,000                    143,236                     420,350
Usage of reserve                                           (1,180)                  (151,186)                          -
                                                    --------------             --------------             ---------------
Balance, beginning of year                          $     448,820              $     440,870              $      861,220
                                                    ==============             ==============             ===============


</TABLE>



                                      S-1

<PAGE>
EXHIBIT INDEX

         EXHIBIT NO.     EXHIBIT DESCRIPTION
         -----------     -------------------

          3.1(1)    Certificate of Incorporation of Von Hoffmann Corporation and
                    Certificate   of  Ownership   and  Merger  of  Von  Hoffmann
                    Graphics, Inc. with and into Von Hoffmann Press, Inc.

          3.2(1)    By-Laws of Von Hoffmann Corporation.

          3.3(1)    Certificate of Incorporation  of Von Hoffmann  Holdings Inc.
                    and   Certificate   of  Amendment  to  the   Certificate  of
                    Incorporation of Von Hoffmann Corporation.

          3.4(1)    By-Laws of Von Hoffmann Holdings Inc. 3.5(1)  Certificate of
                    Incorporation  of H&S Graphics,  Inc.  3.6(1) By-Laws of H&S
                    Graphics, Inc.

          3.7(1)    Certificate of Incorporation of Preface, Inc. 3.8(1) By-Laws
                    of Preface, Inc.

          3.9(1)    Certificate of  Incorporation  of Precision  Offset Printing
                    Company,  Inc.  3.10(1) By-Laws of Precision Offset Printing
                    Company, Inc.

          4.1(1)    Indenture,   dated  March  26,   2002  among  Von   Hoffmann
                    Corporation,  the  Guarantors  party  thereto and U.S.  Bank
                    National  Association,  as trustee,  with  respect to the 10
                    1/4% Senior Notes due 2009.

          4.2(2)    Indenture,   dated  May  22,   1997   among   Von   Hoffmann
                    Corporation, the Guarantors party thereto and Marine Midland
                    Bank,  as  trustee,  with  respect  to  the 10  3/8%  Senior
                    Subordinated Notes due 2007.

          4.3(1)    Indenture,  dated  October 16,  1998  between  Holdings  and
                    Marine  Midland Bank, as Trustee,  with respect to the 13.5%
                    Subordinated Exchange Debentures due 2009

          4.4(1)    Form of 2009 Notes (included in Exhibit 4.1 hereto).

          4.5(2)    Form of 2007 Notes (included in Exhibit 4.2 hereto).

          4.6(1)    Form of Global Exchange  Debenture  (included in Exhibit 4.3
                    hereto)

          4.7(1)    Registration  Rights  Agreement,  dated March 26, 2002 among
                    Von Hoffmann  Corporation,  the  Guarantors  party  thereto,
                    Credit Suisse First Boston  Corporation  and Scotia  Capital
                    (USA) Inc.

          4.8(2)    Registration Rights Agreement,  dated May 22, 1997 among Von
                    Hoffmann  Corporation,  the  Guarantors  party  thereto  and
                    Donaldson, Lufkin & Jenrette Securities Corporation.

          4.9(2)    Registration  Rights Agreement,  dated June 13, 1997 between
                    Von Hoffman  Corporation  and  Donaldson,  Lufkin & Jenrette
                    Securities Corporation.

          4.10(2)   Shareholders  Agreement,  dated  May  22,  1997,  among  Von
                    Hoffmann  Holdings Inc., DLJ Merchant  Banking  Partners II,
                    L.P.,  ZS  VH II  L.P.  and  the  other  shareholders  party
                    thereto.

          4.11(2)   Amendment   No.  1,  dated   November  30,   2000,   to  the
                    Shareholders  Agreement,  dated  May  22,  1997,  among  Von
                    Hoffmann  Holdings Inc., DLJ Merchant  Banking  Partners II,
                    L.P.,  ZS  VH II  L.P.  and  the  other  shareholders  party
                    thereto.

          4.12(2)   Amendment  No. 2, dated June 20, 2002,  to the  Shareholders
                    Agreement,  dated May 22, 1997, among Von Hoffmann  Holdings
                    Inc., DLJ Merchant  Banking Partners II, L.P., ZS VH II L.P.
                    and the other shareholders party thereto.

          4.13(2)   Stock  Purchase  Agreement,  dated June 21, 2002,  among Von
                    Hoffmann  Holdings  Inc., Von Hoffmann  Corporation,  Robert
                    Uhlenhop and the Robert A. Uhlenhop 1998  Irrevocable  Trust
                    Dated 1/27/98.

          4.14(2)   Stock Purchase  Agreement,  dated March 26, 2002,  among Von
                    Hoffmann  Holdings Inc., DLJ Merchant  Banking  Partners II,
                    L.P. and certain of its affiliates.

          4.15(2)   Stock  Purchase  Agreement,  dated June 21, 2002,  among Von
                    Hoffmann  Holdings  Inc.,  ZS VH II L.P.  and  DLJ  Merchant
                    Banking Partners II, L.P.

          4.16(2)   Supplemental  Indenture,  dated  January  16, 1998 among Von
                    Hoffmann   Corporation,   the  Bawden  Corporation,   Bawden
                    Printing,  Inc. and Marine  Midland Bank,  as trustee,  with
                    respect to the 10 3/8% Senior Subordinated Notes due 2007.

          4.17(2)   Second Supplemental Indenture,  dated June 2, 1998 among Von
                    Hoffmann  Corporation,  H & S Graphics,  Inc., Preface, Inc.
                    and Marine Midland Bank, as trustee,  with respect to the 10
                    3/8% Senior Subordinated Notes due 2007.


<PAGE>
         EXHIBIT NO.     EXHIBIT DESCRIPTION
         -----------     -------------------

          4.18(2)   Third Supplemental Indenture,  dated July 15, 1998 among Von
                    Hoffmann  Corporation,  Custom  Printing  Company,  Inc. and
                    Marine Midland Bank, as trustee, with respect to the 10 3/8%
                    Senior Subordinated Notes due 2007.

          4.19(2)   Fourth  Supplemental  Indenture,  dated  September  28, 1998
                    among Von Hoffmann  Corporation,  Von Hoffmann Holdings Inc.
                    and Marine Midland Bank, as trustee,  with respect to the 10
                    3/8% Senior Subordinated Notes due 2007.

          4.20(2)   Fifth Supplemental Indenture, dated September 29, 1998 among
                    Von  Hoffmann  Corporation,   Von  Hoffmann  Holdings  Inc.,
                    Mid-Missouri   Graphics,   Inc.,   One  Thousand   Realty  &
                    Investment  Company,  Bawden  Printing,  Inc., H&S Graphics,
                    Inc. and Marine  Midland Bank,  as trustee,  with respect to
                    the 10 3/8% Senior Subordinated Notes due 2007.

          4.21(2)   Sixth Supplemental  Indenture,  dated October 15, 1998 among
                    Von Hoffmann Corporation,  Mid-Missouri Graphics,  Inc., One
                    Thousand  Realty &  Investment  Company  and Marine  Midland
                    Bank,  as  trustee,  with  respect  to  the 10  3/8%  Senior
                    Subordinated Notes due 2007.

          4.22(2)   Seventh Supplemental Indenture, dated November 2, 1998 among
                    Von Hoffmann Corporation,  Bawden Printing, Inc., and Marine
                    Midland Bank, as trustee, with respect to the 10 3/8% Senior
                    Subordinated Notes due 2007.

          4.23(2)   Eighth Supplemental Indenture,  dated October 29, 1998 among
                    Von Hoffmann Corporation,  Custom Printing Company, Inc. and
                    Marine Midland Bank, as trustee, with respect to the 10 3/8%
                    Senior Subordinated Notes due 2007.

          4.24(2)   Ninth Supplemental Indenture, dated March 30, 2000 among Von
                    Hoffmann  Corporation,  Precision  Offset Printing  Company,
                    Inc. and Marine  Midland Bank,  as trustee,  with respect to
                    the 10 3/8% Senior Subordinated Notes due 2007.

          4.25(2)   Tenth Supplemental  Indenture,  dated July 1, 2001 among Von
                    Hoffmann  Corporation,   Von  Hoffmann  Holdings  Inc.,  One
                    Thousand Realty & Investment Company, Von Hoffmann Graphics,
                    Inc., H&S Graphics,  Inc., Preface,  Inc.,  Precision Offset
                    Printing  Company,  Inc.  and HSBC Bank,  as  trustee,  with
                    respect to the 10 3/8% Senior Subordinated Notes due 2007.

          4.26(2)   Eleventh  Supplemental  Indenture,  dated  February 25, 2002
                    among Von Hoffmann Corporation,  Von Hoffmann Holdings Inc.,
                    One Thousand  Realty &  Investment  Company,  H&S  Graphics,
                    Inc., Preface, Inc., Precision Offset Printing Company, Inc.
                    and HSBC  Bank,  as  trustee,  with  respect  to the 10 3/8%
                    Senior Subordinated Notes due 2007.

          4.27(2)   Twelfth  Supplemental  Indenture,  dated  February  28, 2002
                    among Von Hoffmann  Corporation,  Precision  Offset Printing
                    Company, Inc. and HSBC Bank, as trustee, with respect to the
                    10 3/8% Senior Subordinated Notes due 2007.

          4.28(4)   Thirteenth Supplemental  Indenture,  dated December 19, 2002
                    among Von Hoffmann Holdings Inc., Von Hoffmann  Corporation,
                    Precision Offset Printing  Company,  Inc. H&S Graphics Inc.,
                    Preface Inc. and HSBC Bank, as trustee,  with respect to the
                    10 3/8% Senior Subordinated Notes due 2007.

          10.1(1)+  Employment  Agreement,  dated January 31, 2002,  between Von
                    Hoffmann and Robert Mathews.

          10.2(3)+  Employment Agreement,  dated as of October 31, 2002, between
                    Gary C. Wetzel and Von Hoffmann Corporation.

          10.3(1)+  Employment  Agreement,  dated January 31, 2002,  between Von
                    Hoffmann and Peter C. Mitchell.

          10.4(4)+  Separation  Agreement,  dated as of November 7, 2002,  among
                    Von Hoffmann Holdings Inc. and Von Hoffmann  Corporation and
                    Peter C. Mitchell.

          10.5(4)+  Amendment  No.  1 to the  Standard  Stock  Option  Agreement
                    between Von Hoffmann  Holdings  Inc. and Peter C.  Mitchell,
                    dated as of October 31, 2002.

          10.6(1)+  Amended and Restated  Employment  Agreement,  dated June 21,
                    2002,  among  Von  Hoffmann   Holdings  Inc.,  Von  Hoffmann
                    Corporation and Robert A. Uhlenhop.

          10.7(4)+  Separation  Agreement,  dated as of December 6, 2002,  among
                    Von Hoffman  Holdings  Inc.,  Von Hoffmann  Corporation  and
                    Robert A. Uhlenhop.

          10.8(4)+  Amendment  No.  2 to  the  Special  Stock  Option  Agreement
                    Between Von  Hoffmann  Corporation  and Robert A.  Uhlenhop,
                    dated as of January 31, 2002.


<PAGE>
         EXHIBIT NO.     EXHIBIT DESCRIPTION
         -----------     -------------------

          10.9(4)+  Amendment  No.  3 to  the  Special  Stock  Option  Agreement
                    Between Von Hoffmann  Holdings Inc. and Robert A.  Uhlenhop,
                    dated as of June 21, 2002.

          10.10(1)  Credit  Agreement,  dated March 26, 2002, among Von Hoffmann
                    Holdings Inc., Von Hoffmann Corporation, H&S Graphics, Inc.,
                    Precision Offset Printing Company,  Inc., Preface, Inc., One
                    Thousand  Realty &  Investment  Company  and  certain  other
                    subsidiaries of Von Hoffmann Corporation,  as borrowers, the
                    lenders party thereto, The CIT Group/Business  Credit, Inc.,
                    as administrative  agent, Credit Suisse First Boston, Cayman
                    Islands Branch, as syndication agent, sole lead arranger and
                    sole  book   running   manager   and  U.S.   Bank   National
                    Association, as documentation agent.

          10.11(4)  Amendment  No. 1, dated as of  September  19, 2002 to Credit
                    Agreement, dated March 26, 2002, among Von Hoffmann Holdings
                    Inc.,  Von  Hoffmann   Corporation,   H&S  Graphics,   Inc.,
                    Precision Offset Printing Company,  Inc., Preface, Inc., One
                    Thousand  Realty &  Investment  Company  and  certain  other
                    subsidiaries of Von Hoffmann Corporation,  as borrowers, the
                    lenders party thereto, The CIT Group/Business  Credit, Inc.,
                    as administrative  agent, Credit Suisse First Boston, Cayman
                    Islands Branch, as syndication agent, sole lead arranger and
                    sole  book   running   manager   and  U.S.   Bank   National
                    Association, as documentation agent.

          10.12(1)  Financial Advisory Agreement,  dated March 26, 2002, between
                    Von  Hoffmann  Corporation  and Credit  Suisse  First Boston
                    Corporation.

          10.13(2)  Von Hoffmann Corporation 1997 Stock Option Plan.

          10.14(4)  Von Hoffmann  Holdings Inc. 2003 Stock Option Plan,  adopted
                    as of February 10, 2003.

          10.15(4)+ Terms of Service of Robert S.  Christie as a director of Von
                    Hoffmann Holdings Inc. and Von Hoffmann Corporation.

          10.16(4)+ Terms of  Service of Harold E.  Layman as a director  of Von
                    Hoffmann Holdings Inc. and Von Hoffmann Corporation.

          12(4)     Statement  regarding  calculation  of ratio of  earnings  to
                    fixed charges.

          21(4)     Subsidiaries of the Registrants.

          99.1(4)   Certification by Chief Executive Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.

          99.2(4)   Certification by Chief Financial Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.

_________
(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.m333-90992), dated August 1, 2002.

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

(4) Filed herewith.

+ Management contract or compensatory plan or arrangement.