UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

|(Mark One)                                  |                                                                                         
|------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2003
|OR                                         
|o                                           | 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
Delaware(State or other jurisdiction of
incorporation or organization) |  | 22-1661746
43-0633003(IRS Employer Identification No.)
|------------------------------------------------------------------------------- |  | ------------------------------------------------------
|1000 Camera Avenue, St. Louis, MO(Address of principal executive offices)       |  | 63126(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 ý    No o

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

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

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

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

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



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Forward-Looking Statements

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

PART I

Item 1.    Business.

The Company

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

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

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

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

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

Industry Overview

Instructional Materials Market

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

ELHI Market

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

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

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

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

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

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

College Market.

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

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

The Commercial Printing Market

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

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

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Operating Divisions

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

|Operating Division       |  |   |  | Product and Service Offerings                                                                                       
|------------------------ |  | - |  | --------------------------------------------------------------------------------------------------------------------
|Von Hoffmann, or VH      |  |  |  | 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                                                                                                         
|H&S Graphics and Preface |  |  |  | Design and creative services                                                                                        
|                         |  |  |  | Digital pre-press                                                                                                   
|                         |  |  |  | Composition                                                                                                         
|                         |  |  |  | Editorial development                                                                                               
|Precision                |  |  |  | Plastic printing: overhead transparency products and plastic inserts for scholastic textbooks                       
|Lehigh Press             |  |  |  | Textbook covers, ancillary products, and digital text page production and pre-press for the book publishing industry
|                         |  |  |  | Specialized promotional web printing focused on direct marketing sector                                             

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sales and Marketing

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

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

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

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

Operations and Production

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



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

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

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

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

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

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

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

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

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

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Raw Materials

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

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

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

Employees

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

Competition

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

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

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

Legal and Environmental Matters

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

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

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

Website Access to Company Reports

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

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

10

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Item 2. Properties

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

|Facility Location           |  | Principal Purpose                                                   |  | Square Footage |  | Status
|--------------------------- |  | ------------------------------------------------------------------- |  | -------------- |  | ------
|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, distribution and fulfillment |  | 450,000        |  | Owned 
|Eldridge, Iowa              |  | One- and two-color book manufacturing                               |  | 325,000        |  | Owned 
|Frederick, Maryland         |  | One-andtwo-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 
|Broadview, Illinois         |  | Digital direct marketing pre-press and production                   |  | 212,000        |  | Owned 
|Pennsauken, New Jersey      |  | Digital pre-press and book cover production                         |  | 113,400        |  | Owned 
|Elk Grove Village, Illinois |  | Digital text page pre-press and production                          |  | 16,600         |  | Owned 

---

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

Item 3. Legal Proceedings.

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

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

None.

11

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PART II

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

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

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

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

Item 6. Selected Consolidated Financial Data.

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

Von Hoffmann Holdings Inc. and Subsidiaries

|                                                     |  | Fiscal Year Ended December 31, |        
|---------------------------------------------------- |  | ------------------------------ | -------
|
|
|Statement of Operations Data:                        |  |                                |        
|Net sales                                            |  | $                              | 386,108
|Cost of products and services                        |  |                                | 322,311
|                                                     |  |                                |        
|Gross profit                                         |  |                                | 63,797 
|Operating expenses(2)                                |  |                                | 34,143 
|                                                     |  |                                |        
|Operating income                                     |  |                                | 29,654 
|Interest expensesubsidiary                          |  |                                | 32,111 
|Interest expensesubordinated exchange debentures(3) |  |                                | 4,694  
|Other income (expense)                               |  |                                | (89    
|                                                     |  |                                |        
|Loss before income taxes and discontinued operations |  |                                | (7,240 
|Income tax provision (benefit)                       |  |                                | 855    
|                                                     |  |                                |        
|Loss before discontinued operations                  |  |                                | (8,095 
|Discontinued operations, net of taxes(4)             |  |                                |       
|                                                     |  |                                |        
|Net loss                                             |  | $                              | (8,095 
|                                                     |  |                                |        

(footnotes
appear on the following page)

12

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Von Hoffmann Holdings Inc. and Subsidiaries

|                                                    |  | Fiscal Year Ended December 31, |        
|--------------------------------------------------- |  | ------------------------------ | -------
|
|
|Balance Sheet Data (at end of period):              |  |                                |        
|Cash and cash equivalents                           |  | $                              | 2,454  
|Accounts receivable                                 |  |                                | 59,969 
|Inventories                                         |  |                                | 31,650 
|Working capital                                     |  |                                | 40,001 
|Property, plant and equipment, net                  |  |                                | 164,514
|Total assets                                        |  |                                | 453,493
|Operating company debt(5)                           |  |                                | 347,700
|Total debt                                          |  |                                | 379,437
|Total stockholders' equity                          |  |                                | 27,629 
|Other Data:                                         |  |                                |        
|Depreciation and amortization(6)                    |  | $                              | 40,327 
|LIFO pre-tax adjustment(7)                          |  |                                | 704    
|Special consulting expenses(8)                      |  |                                | 2,926  
|Restructuring charge(9)                             |  |                                |       
|Ratio of earnings to fixed charges(10)              |  |                                | (10    
|Capital expenditures                                |  |                                | 22,639 
|Net cash provided by operating activities           |  |                                | 20,628 
|Net cash used in investing activities               |  |                                | (20,109
|Net cash provided by (used in) financing activities |  |                                | 825    
|EBITDA(11)                                          |  |                                | 69,581 

---

13

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14

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EBITDA Reconciliation

Fiscal Year Ended December 31,1999

2000

2001

2002

2003Net Loss

$
(8,095
)
$
(8,111
)
$
(10,244
)
$
(5,296
)
$
(2,328
)Reconciliation to EBITDAIncome tax provision (benefit)


855


(702
)

(1,268
)

(993
)

(536
)Interest income


(311
)

(471
)

(265
)

(270
)

(167
)Interest expensesubsidiary


32,111


36,855


32,144


33,557


36,785Interest expensesubordinated exchange debentures


4,694


5,296


5,983


5,529


5,488Depreciation and amortization


40,327


43,459


47,319


29,484


23,289EBITDA

$
69,581

$
76,326

$
73,669

$
62,011

$
62,531


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

General

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

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

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

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

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

15

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

Recapitalization Restated to a Purchase

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

Lehigh Press Acquisition

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

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

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

16

---

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

Discontinued OperationAsset Held for Sale

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

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

Restructuring Activity

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

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

Results of Operations

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

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

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

17

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

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

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

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

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

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

18

---

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

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

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

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

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

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

19

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

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

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

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

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

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

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

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

20

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

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

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

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

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

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

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

21

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Liquidity and Capital Resources

Overview

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

Historical Cash Flows

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

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

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

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

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

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

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

22

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

Capital Expenditure Requirements

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

Debt Service Requirements

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

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



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

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

23

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

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

Contractual Obligations and Commitments

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

|                            |  | Payments due by Period
|--------------------------- |  | ----------------------
|
|
|Long-term debt obligations  |  | $                     
|Operating lease obligations |  |                       
|Purchase obligations        |  |                       
|                            |  |                       
|Total                       |  | $                     
|                            |  |                       

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

Inflation

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

Recent Accounting Pronouncements

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

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Critical Accounting Policies

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

Business Combinations

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

Inventories

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

Revenue Recognition

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

Property, Plant and Equipment

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

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Goodwill and Other Intangibles

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

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

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

Pension Costs

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

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

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

|Assumption                     |  | 2004
Rate |  | Impact of
1% Increase |      | Impact of
1% Decrease |  
|------------------------------ |  | --------- |  | --------------------- | ---- | --------------------- | -
|Discount rate                  |  | 6.25%     |  | $                     | (492 | )                     | $
|Expected return on plan assets |  | 8.00%     |  |                       | (226 | )                     |  
|Rate of compensation increases |  | 3.00%     |  |                       | 104  |                       |  

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General Risks and Uncertainties

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

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

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

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

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

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

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

Our substantial indebtedness could adversely affect our financial health.

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

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



27

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



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

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

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

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

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

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

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

We operate in a very competitive business environment.

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

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

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

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

Principal shareholder's interests may conflict with debt holders.

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

Item 8.    Financial Statements and Supplementary Data.

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

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

None.

Item 9A. Controls and Procedures

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

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

PART III

Item 10.    Directors and Executive Officers of the Registrant.

Directors and Executive Officers

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

Von Hoffmann Holdings Inc. "Holdings"

|Name                       |  | Age |  | Position                                                                         
|-------------------------- |  | --- |  | ---------------------------------------------------------------------------------
|Robert S. Christie(2)      |  | 50  |  | Chairman of the Board and Director                                               
|Robert S. Mathews(2)(3)*   |  | 52  |  | Chief Executive Officer, President and Director                                  
|Gary C. Wetzel**           |  | 39  |  | Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
|David F. Burgstahler(2)(3) |  | 35  |  | Vice Chairman of the Board and Director                                          
|Harold E. Layman(2)        |  | 57  |  | Director                                                                         

Von Hoffmann Corporation "Von Hoffmann"

|Name                  |  | Age |  | Position                                                                         
|--------------------- |  | --- |  | ---------------------------------------------------------------------------------
|Robert S. Christie(1) |  | 50  |  | Chairman of the Board and Director                                               
|Robert S. Mathews(1)  |  | 52  |  | Chief Executive Officer, President, Chief Operating Officer and Director         
|Gary C. Wetzel        |  | 39  |  | Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
|John R. DePaul(4)     |  | 47  |  | Senior Vice President Education Sales & President, Lehigh Lithographers Division 
|Craig A. Nelson       |  | 57  |  | Senior Vice President of Human Resources                                         
|Andrew D. Ortstadt    |  | 45  |  | Chief Information Officer                                                        
|David F. Burgstahler  |  | 35  |  | Director                                                                         
|Harold E. Layman      |  | 57  |  | Director                                                                         

---

32

---

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

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

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

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

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

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

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

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

Each
director serves for a term of one year.

33

---

Audit Committee Financial Expert

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

11. Executive Compensation

Compensation of Executive Officers

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

Summary Compensation Table

|                                                                                                                     |  |                |  |                         |  |                        |  |                  |  | Long-Term Compensation
|-------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ----------------------- |  | ---------------------- |  | ---------------- |  | ----------------------
|
|
|
|
|Robert Uhlenhop,
Former Chairman of the Board President and Chief Executive Officer(2)                               |  | 2003
2002
2001 |  | 240,193
250,000
250,000 |  | 
2,153,284
322,335    |  | 

            |  | 

                 
|Robert Mathews
President, Chief Executive Officer, Chief Operating Officer(3)                                        |  | 2003
2002
2001 |  | 300,000
231,731
200,000 |  | 135,000
175,000
70,635 |  | 3,485
59,567
   |  | 

                 
|Peter Mitchell
Former Vice-Chairman of the Board, Executive Vice President, Chief Financial Officer and Treasurer(4) |  | 2003
2002
2001 |  | 187,500
225,000
208,400 |  | 
187,500
75,000       |  | 

            |  | 

                 
|Gary Wetzel
Senior Vice President, Chief Financial Officer and Treasurer                                             |  | 2003
2002
2001 |  | 255,000
42,708
        |  | 125,000
12,500
       |  | 207,561
25,000
 |  | 

                 
|John DePaul
Senior Vice President Education Sales and President, Lehigh Lithographics Division                       |  | 2003
2002
2001 |  | 51,677

              |  | 8,173

              |  | 

            |  | 

                 
|Andrew Ortstadt
Chief Information Officer                                                                            |  | 2003
2002
2001 |  | 180,000
121,307
       |  | 15,000
5,000
         |  | 
43,719
       |  | 

                 

---

34

---

Option/SAR Grants in the Last Fiscal Year

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

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

|                |  | Number of
Securities
Underlying
Options/SARs
Granted |  | Percent of Total
Options/SARs
Granted to
Employees in
Fiscal Year |   |   |      |  |         | Potential Realizable Rates of Stock Price Appreciation For Option Term
|--------------- |  | ---------------------------------------------------- |  | ----------------------------------------------------------------- | - | - | ---- |  | ------- | ----------------------------------------------------------------------
|
|
|
|Robert Uhlenhop |  |                                                     |  |                                                                  |   |   |     |  |        |                                                                       
|Robert Mathews  |  | 477,080                                              |  | 26.3                                                              | % | $ | 1.00 |  | 4/16/13 |                                                                       
|Peter Mitchell  |  |                                                     |  |                                                                  |   |   |     |  |        |                                                                       
|Gary Wetzel     |  | 300,000                                              |  | 16.5                                                              | % | $ | 1.00 |  | 4/16/13 |                                                                       
|John DePaul     |  |                                                     |  |                                                                  |   |   |     |  |        |                                                                       
|Andrew Ortstadt |  | 75,000                                               |  | 4.1                                                               | % | $ | 1.00 |  | 4/16/13 |                                                                       

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

35

---

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

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

|                |  |   |  |   |  | Number of Securities
Underlying Unexercised
Options at Fiscal
Year End |  |         |  |  
|--------------- |  | - |  | - |  | ---------------------------------------------------------------------- |  | ------- |  | -
|
|
|
|Robert Uhlenhop |  |  |  |  |  | 1,601,600                                                              |  |        |  | 
|Robert Mathews  |  |  |  |  |  | 53,080                                                                 |  | 424,000 |  | 
|Peter Mitchell  |  |  |  |  |  | 100,000                                                                |  |        |  | 
|Gary Wetzel     |  |  |  |  |  |                                                                       |  | 300,000 |  | 
|John DePaul     |  |  |  |  |  |                                                                       |  |        |  | 
|Andrew Ortstadt |  |  |  |  |  |                                                                       |  | 75,000  |  | 

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



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



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,

36

---

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.



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

Directors' Arrangements

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

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

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

37

---



Item 12. Security Ownership of Certain Beneficial Owners and Management

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

Name and Address of Beneficial Owner

Number of Shares
Beneficially Owned

PercentageDLJ Merchant Banking(1)

87,134,000

98.8Robert A. Uhlenhop(2)

1,601,600

1.8Robert S. Mathews(3)

53,080

*Peter C. Mitchell(4)

100,000

*David F. Burgstahler(5)

Robert S. Christie(6)

50,000

*Harold E. Layman(7)

50,000

*All directors and executive officers as a group (8 persons)(8)

595,120

*


---

38

---

Equity Compensation Plan Information

|Plan Category                                              |  | Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights |  | Weighted-average exercise
price of outstanding options,
warrants and rights |      | Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------------------------------------
|
|Equity compensation plans approved by security holders     |  | 4,781,955                                                                                   |  | $                                                                           | 1.00 |                                                                                                                                            
|Equity compensation plans not approved by security holders |  |                                                                                            |  |                                                                             |     |                                                                                                                                            
|                                                           |  |                                                                                             |  |                                                                             |      |                                                                                                                                            
|Total                                                      |  | 4,781,955                                                                                   |  | $                                                                           | 1.00 |                                                                                                                                            
|                                                           |  |                                                                                             |  |                                                                             |      |                                                                                                                                            

---

|Column (a): |  | Represents total options outstanding ($1.00 exercise price) under the 1997 Stock Option Plan and 2003 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 and 2003 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.

Stock Purchase Agreement with DLJ Merchant Banking

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

39

---

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

Financial Services Agreement

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

Nelson Loan

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

Other

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

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

40

---



Item 14. Principal Accountant Fees and Services.

Independent Auditor Fee Information

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

2003

2002Audit Fees

$
632,212

$
258,500Audit-Related Fees


135,557


5,800Tax Fees


129,115


104,547$
896,884

$
368,847


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

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

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, 2003 and 2002                                                      |  | F-3 
|Consolidated Statements of Operations for the year ended December 31, 2003, 2002 and 2001                      |  | F-5 
|Consolidated Statements of Changes in Stockholders' Equity for the year ended December 31, 2003, 2002 and 2001 |  | F-6 
|Consolidated Statements of Cash Flows for the year ended December 31, 2003, 2002 and 2001                      |  | F-7 
|Notes to Consolidated Financial Statements                                                                     |  | F-9 

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

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

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

41

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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 Precision Offset Printing Company, Inc.                                                                                                                                                       
|3.8(1)      |  | By-Laws of Precision Offset Printing Company, Inc.                                                                                                                                                                            
|3.9(5)      |  | Articles of Incorporation of The Lehigh Press, Inc.                                                                                                                                                                           
|3.10(5)     |  | By-Laws of The Lehigh Press, 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 101/4% 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 103/8% 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 Senior Notes (included in Exhibit 4.1 hereto).                                                                                                                                                                        
|4.5(2)      |  | Form of Senior Subordinated 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(1)      |  | Registration Rights Agreement, dated May 22, 1997 among Von Hoffmann Corporation, the Guarantors party thereto and Donaldson, Lufkin & Jenrette Securities Corporation.                                                       
|4.9(1)      |  | Registration Rights Agreement, dated June 13, 1997 between Von Hoffman Corporation and Donaldson, Lufkin & Jenrette Securities Corporation.                                                                                   
|4.10(1)     |  | 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(1)     |  | 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(1)     |  | 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.    
|            |  |                                                                                                                                                                                                                               

42

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|4.13(1) |  | 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
103/8% 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
103/8% 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 103/8%
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
103/8% 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 103/8% 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 103/8% 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 103/8% 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 103/8%
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
103/8% 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 103/8% 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 103/8% Senior Subordinated Notes due 2007.                     
|        |  |                                                                                                                                                                                                                                                                                                                                                         

43

---

|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
103/8% 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 103/8% Senior Subordinated Notes due 2007.    
|4.29(5)  |  | Stock Purchase Agreement among Von Hoffmann Corporation, The Lehigh Press, Inc. and the Shareholders of Lehigh Press, Inc. dated September 5, 2003.                                                                                                                                         
|4.30(5)  |  | Registration Rights Agreement, dated October 22, 2003 among Von Hoffmann Corporation, the Guarantors party thereto and Credit Suisse First Boston LLC.                                                                                                                                      
|4.31(5)  |  | Stock Purchase Agreement, dated October 22, 2003, among Von Hoffmann Holdings Inc., DLJ Merchant Banking Partners II, L.P. and certain of its affiliates.                                                                                                                                   
|4.32(5)  |  | Fourteenth Supplemental Indenture, dated October 22, 2003 among Von Hoffmann Corporation, The Lehigh Press, the guarantors party thereto and HSBC Bank as trustee with respect to the
103/8% Senior Subordinated Notes due 2007.                                                            
|4.33(5)  |  | First Supplemental Indenture, dated as of December 19, 2002 among Von Hoffmann Corporation, Von Hoffmann Holdings, H&S Graphics, Inc., Precision Offset Printing Company, Inc., and U.S.
Bank National Association with respect to the 101/4% Senior Notes due 2009.                        
|4.34(5)  |  | Second Supplemental Indenture, dated October 22, 2003 between Von Hoffmann Corporation, Precision Offset Printing Company, Inc., H&S Graphics, Inc., Picture Inc., The Lehigh Press,
 Inc. and U.S. National Bank Association, as Trustee, with respect to the 101/4% Senior Notes due 2009.
|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 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 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.                                                                                                                                                 
|         |  |                                                                                                                                                                                                                                                                                             

44

---

|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.17(5)  |  | Executive Employment Agreement dated as of September 5, 2003 by and among Von Hoffmann Corporation and John R. DePaul.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.18(5)  |  | Amendment No. 2, dated as of October 7, 2003 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.   
|10.19(5)  |  | Amendment No. 1 dated as of October 31, 2003 to the Financial Advisory Agreement, dated as of March 26, 2002 between Von Hoffmann Corporation and Credit Suisse First Boston Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12(6)     |  | Statement regarding calculation of ratio of earnings to fixed charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|21(6)     |  | Subsidiaries of the Registrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.1(6)   |  | Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

45

---

|31.2(6) |  | Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|------- |  | ---------------------------------------------------------------------------------------------------
|32.1(6) |  | Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2(6) |  | Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

---

46

---



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 30, 2004 |  |                            |                                                                                                   
|-------------------- |  | -------------------------- | --------------------------------------------------------------------------------------------------
|                     |  | VON HOFFMANN HOLDINGS INC.
|                     |  | By:                        | /s/ROBERT S. MATHEWSName: 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.

|Name                                                                         |  | Title                                                |  | Date          
|---------------------------------------------------------------------------- |  | ---------------------------------------------------- |  | --------------
|                                                                             |  |                                                      |  |               
|/s/ROBERT S. MATHEWSRobert S. Mathews
(Principal Executive Officer)          |  | Director, President and CEO                          |  | March 30, 2004
|/s/GARY C. WETZELGary C. Wetzel
(Principal Financial and Accounting Officer) |  | Senior Vice President, CFO, Secretary and Treasurer, |  | March 30, 2004
|/s/ROBERT S. CHRISTIERobert S. Christie                                      |  | Chairman of the Board of Directors                   |  | March 30, 2004
|/s/DAVID F. BURGSTAHLERDavid F. Burgstahler                                  |  | Director                                             |  | March 30, 2004
|/s/HAROLD E. LAYMANHarold E. Layman                                          |  | Director                                             |  | March 30, 2004

47

---

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 30, 2004 |  |                          |                                                                                                                            
|-------------------- |  | ------------------------ | ---------------------------------------------------------------------------------------------------------------------------
|                     |  | VON HOFFMANN CORPORATION
|                     |  | By:                      | /s/ROBERT S. MATHEWSName: 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

|Name                                                                         |  | Title                                                |  | Date          
|---------------------------------------------------------------------------- |  | ---------------------------------------------------- |  | --------------
|                                                                             |  |                                                      |  |               
|/s/ROBERT S. MATHEWSRobert S. Mathews
(Principal Executive Officer)          |  | Director, President and CEO                          |  | March 30, 2004
|/s/GARY C. WETZELGary C. Wetzel
(Principal Financial and Accounting Officer) |  | Senior Vice President, CFO, Secretary and Treasurer, |  | March 30, 2004
|/s/ROBERT S. CHRISTIERobert S. Christie                                      |  | Chairman of the Board of Directors                   |  | March 30, 2004
|/s/DAVID F. BURGSTAHLERDavid F. Burgstahler                                  |  | Director                                             |  | March 30, 2004
|/s/HAROLD E. LAYMANHarold E. Layman                                          |  | Director                                             |  | March 30, 2004

48

---



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                               |  | PAGE
|-------------------------------------------------------------------------------------------------------------- |  | ----
|Von Hoffmann Holdings Inc.:                                                                                    |  |     
|Report of Independent Accountants                                                                              |  | F-2 
|Consolidated Balance Sheets at December 31, 2003 and 2002                                                      |  | F-3 
|Consolidated Statements of Operations for the year ended
December 31, 2003, 2002, and 2001                     |  | F-5 
|Consolidated Statements of Changes in Stockholders' Equity for the year ended December 31, 2003, 2002 and 2001 |  | F-6 
|Consolidated Statements of Cash Flows for the year ended December 31, 2003, 2002, and 2001                     |  | F-7 
|Notes to Consolidated Financial Statements                                                                     |  | F-9 

F-1

---



REPORT OF INDEPENDENT ACCOUNTANTS

The
Board of Directors
Von Hoffmann Holdings Inc.

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

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

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

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

| | /s/ERNST & YOUNG
| | ----------------

St.
Louis, Missouri
February 12, 2004

F-2

---



VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES        Consolidated Balance Sheets        (In thousands)

|                                                                                                  |                                                                                                  | December 31 |        
|------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | ----------- | -------
|
|Assets                                                                                            |                                                                                                  |             |        
|Current assets:                                                                                   |                                                                                                  |             |        
|                                                                                                  | Cash and cash equivalents                                                                        |             | $      
|                                                                                                  | Trade accounts receivable, less allowance for doubtful accounts of $699 in 2003 and $475 in 2002 |             |        
|                                                                                                  | Inventories                                                                                      |             |        
|                                                                                                  | Income taxes refundable                                                                          |             |        
|                                                                                                  | Deferred income taxes                                                                            |             |        
|                                                                                                  | Prepaid expenses                                                                                 |             |        
|                                                                                                  | Asset held for sale                                                                              |             |        
|                                                                                                  |                                                                                                  |             |        
|Total current assets                                                                              |                                                                                                  |             | 167,645
|Deferred debt issuance cost, net of accumulated amortization of $5,668 in 2003 and $3,363 in 2002 |                                                                                                  |             | 12,323 
|Property, plant, and equipment:                                                                   |                                                                                                  |             |        
|                                                                                                  | Buildings and improvements                                                                       |             |        
|                                                                                                  | Machinery and equipment                                                                          |             |        
|                                                                                                  | Transportation equipment                                                                         |             |        
|                                                                                                  | Furniture and fixtures                                                                           |             |        
|                                                                                                  |                                                                                                  |             |        
|                                                                                                  |                                                                                                  |             |        
|                                                                                                  | Allowance for depreciation and amortization                                                      |             |        
|                                                                                                  |                                                                                                  |             |        
|                                                                                                  |                                                                                                  |             |        
|                                                                                                  | Installation in process                                                                          |             |        
|                                                                                                  | Land                                                                                             |             |        
|                                                                                                  |                                                                                                  |             |        
|                                                                                                  |                                                                                                  |             |        
|Goodwill                                                                                          |                                                                                                  |             | 230,946
|Other intangibles, net                                                                            |                                                                                                  |             | 29,225 
|                                                                                                  |                                                                                                  |             |        
|                                                                                                  |                                                                                                  | $           | 565,505
|                                                                                                  |                                                                                                  |             |        

F-3

---



VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES        Consolidated Balance Sheets (continued)        (In thousands)

|                                     |                                                                    | December 31 |        
|------------------------------------ | ------------------------------------------------------------------ | ----------- | -------
|
|Liabilities and stockholders' equity |                                                                    |             |        
|Current liabilities:                 |                                                                    |             |        
|                                     | Trade accounts payable                                             |             | $      
|                                     | Other accrued expenses                                             |             |        
|                                     | Salaries and wages                                                 |             |        
|                                     | Taxes, other than income taxes                                     |             |        
|                                     |                                                                    |             |        
|Total current liabilities            |                                                                    |             | 40,907 
|Long-term liabilities:               |                                                                    |             |        
|                                     | Deferred income taxes                                              |             |        
|                                     | Deferred compensation and pension                                  |             |        
|                                     | Senior secured credit agreementrevolving loan                     |             |        
|                                     | Senior debt                                                        |             |        
|                                     | Senior subordinated notes                                          |             |        
|                                     | Subordinated exchange debentures                                   |             |        
|                                     |                                                                    |             |        
|Total long-term liabilities          |                                                                    |             | 484,014
|Stockholders' equity:                |                                                                    |             |        
|                                     | Common stock; $0.01 par value per share; 150,000 shares authorized |             |        
|                                     | Additional paid-in capital                                         |             |        
|                                     | Accumulated deficit                                                |             |        
|                                     | Treasury stock, at cost                                            |             |        
|                                     | Notes receivable from the sale of stock and accrued interest       |             |        
|                                     |                                                                    |             |        
|                                     |                                                                    |             | 40,584 
|                                     |                                                                    |             |        
|                                     |                                                                    | $           | 565,505
|                                     |                                                                    |             |        

See
accompanying notes.

F-4

---



VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES        Consolidated Statements of Operations        (In thousands)

|                                                     |                                     | Year Ended December 31 |        
|---------------------------------------------------- | ----------------------------------- | ---------------------- | -------
|
|Net sales                                            |                                     | $                      | 377,056
|Cost of products and services                        |                                     |                        | 313,189
|                                                     |                                     |                        |        
|Gross profit                                         |                                     |                        | 63,867 
|Operating expenses:                                  |                                     |                        |        
|                                                     | Selling and administrative expenses |                        |        
|                                                     | Special consulting expenses         |                        |        
|                                                     | Restructuring charges               |                        |        
|                                                     |                                     |                        |        
|                                                     |                                     |                        | 26,394 
|                                                     |                                     |                        |        
|Income from operations                               |                                     |                        | 37,473 
|Interest income                                      |                                     |                        | 167    
|Gain (loss) on disposal of depreciable assets        |                                     |                        | (445   
|Gain on debt extinguishment, net                     |                                     |                        |       
|Interest expensesubsidiary                          |                                     |                        | (36,785
|Interest expensesubordinate exchange debentures     |                                     |                        | (5,488 
|                                                     |                                     |                        |        
|                                                     |                                     |                        | (42,551
|                                                     |                                     |                        |        
|Loss before income taxes and discontinued operations |                                     |                        | (5,078 
|Income tax benefit                                   |                                     |                        | (1,399 
|                                                     |                                     |                        |        
|Loss before discontinued operations                  |                                     |                        | (3,679 
|Discontinued operations, net of taxes                |                                     |                        | 1,351  
|                                                     |                                     |                        |        
|Net loss                                             |                                     | $                      | (2,328 
|                                                     |                                     |                        |        
|Basic and diluted loss per common share:             |                                     |                        |        
|                                                     | Loss before discontinued operations |                        | $      
|                                                     | Discontinued operations             |                        |        
|                                                     |                                     |                        |        
|                                                     | Net loss                            |                        | $      
|                                                     |                                     |                        |        

See
accompanying notes.

F-5

---



VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES        Consolidated Statements of Changes in Stockholders' Equity        (In thousands)

|                                                    |  | Number of Shares |  | Amounts | 
|--------------------------------------------------- |  | ---------------- |  | ------- | 
|
|Balance at December 31, 2000                        |  | 51,594           |  |        | 
|Net loss                                            |  |                 |  |        | 
|Accrued interest                                    |  |                 |  |        | 
|Purchase of treasury stock                          |  |                 |  | 60      | 
|                                                    |  |                  |  |         | 
|Balance at December 31, 2001                        |  | 51,594           |  | 60      | 
|Net loss                                            |  |                 |  |        | 
|Accrued interest                                    |  |                 |  |        | 
|Purchase of treasury stock                          |  |                 |  | 8,380   | 
|Issuance of common stock                            |  | 20,000           |  |        | 
|Pushdown of goodwill created by equity transactions |  |                 |  |        | 
|                                                    |  |                  |  |         | 
|Balance at December 31, 2002                        |  | 71,594           |  | 8,440   | 
|Net loss                                            |  |                 |  |        | 
|Accrued interest                                    |  |                 |  |        | 
|Issuance of common stock                            |  | 20,000           |  |        | 
|                                                    |  |                  |  |         | 
|Balance at December 31, 2003                        |  | 91,594           |  | 8,440   | 
|                                                    |  |                  |  |         | 

See accompanying notes.

F-6

---



VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES        Consolidated Statements of Cash Flows        (In thousands)

|                                                                                |                                                           | Year Ended December 31            |       
|------------------------------------------------------------------------------- | --------------------------------------------------------- | --------------------------------- | ------
|
|Operating activities                                                            |                                                           |                                   |       
|Net loss                                                                        |                                                           | $                                 | (2,328
|Adjustments to reconcile net loss to net cash provided by operating activities: |                                                           |                                   |       
|                                                                                | Depreciation                                              |                                   |       
|                                                                                | Amortization of debt issuance costs                       |                                   |       
|                                                                                | Amortization of intangibles                               |                                   |       
|                                                                                | Amortization of premium on senior notes                   |                                   |       
|                                                                                | (Gain) loss on disposal of depreciable assets             |                                   |       
|                                                                                | Gain on debt extinguishment, net                          |                                   |       
|                                                                                | Provision for deferred income taxes                       |                                   |       
|                                                                                | Accrued interest on subordinated exchange debentures      |                                   |       
|                                                                                | Accretion of discount on subordinated exchange debentures |                                   |       
|                                                                                | Accrued interest on notes from the sale of stock          |                                   |       
|                                                                                | Changes in operating assets and liabilities:              |                                   |       
|                                                                                |                                                           | Trade accounts receivable         |       
|                                                                                |                                                           | Inventories                       |       
|                                                                                |                                                           | Income taxes refundable           |       
|                                                                                |                                                           | Prepaid expenses                  |       
|                                                                                |                                                           | Asset held for sale               |       
|                                                                                |                                                           | Trade accounts payable            |       
|                                                                                |                                                           | Other accrued expenses            |       
|                                                                                |                                                           | Salaries and wages                |       
|                                                                                |                                                           | Taxes, other than income taxes    |       
|                                                                                |                                                           | Deferred compensation and pension |       
|                                                                                |                                                           |                                   |       
|Net cash provided by operating activities                                       |                                                           |                                   | 29,412
|                                                                                |                                                           |                                   |       

F-7

---



VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES        Consolidated Statements of Cash Flows (continued)        (In thousands)

|                                                     |  | Year Ended December 31 |         
|---------------------------------------------------- |  | ---------------------- | --------
|
|Investing activities                                 |  |                        |         
|Purchases of property, plant, and equipment          |  |                        | (9,071  
|Proceeds from sale of equipment                      |  |                        | 336     
|Purchase of The Lehigh Press, Inc.                   |  |                        | (108,313
|                                                     |  |                        |         
|Net cash used in investing activities                |  |                        | (117,048
|Financing activities                                 |  |                        |         
|Payments of debt issuance costs                      |  |                        | (3,504  
|Net (payments) borrowingsrevolving loan             |  |                        | 25,800  
|Net paymentsacquisition loan                        |  |                        |        
|Payments on senior secured debtterm loans           |  |                        |        
|Proceeds from issuance of senior notes               |  |                        | 62,850  
|Payments on subordinated exchange debentures         |  |                        |        
|Receipt on notes receivable from sale of stock       |  |                        |        
|Purchase of treasury stock                           |  |                        |        
|Issuance of common stock                             |  |                        | 20,000  
|                                                     |  |                        |         
|Net cash provided by (used in) financing activities  |  |                        | 105,146 
|                                                     |  |                        |         
|Net (decrease) increase in cash and cash equivalents |  |                        | 17,510  
|Cash and cash equivalents at beginning of year       |  |                        | 4,438   
|                                                     |  |                        |         
|Cash and cash equivalents at end of year             |  | $                      | 21,948  
|                                                     |  |                        |         

See
accompanying notes.

F-8

---



VON HOFFMANN HOLDINGS INC. AND SUBSIDIARIES        Notes to Consolidated Financial Statements

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, Precision Offset Printing
Company, Inc., and The Lehigh Press, Inc. (Lehigh Press) Effective October 22, 2003, the Subsidiary acquired The Lehigh Press, Inc. Effective February 25, 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 could 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, 2003, approximately 18.9 percent of the Company's workforce is subject to
collective bargaining agreements. Two customers and their affiliates accounted for 28.1 percent of 2003 net sales, 27.9 percent of 2002 net sales, and 32.0 percent of 2001 net
sales, respectively. Additionally, these two customers and their affiliates accounted for 17.8 percent and 15.6 percent of accounts receivable at December 31, 2003 and 2002,
respectively. 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.

F-9

---

Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivables represent only receivables invoiced for products or services recognized as revenue. Trade accounts receivable is reviewed at least
quarterly, and those accounts with amounts that are judged to be uncollectible are reserved within the allowance for doubtful accounts or written off directly against operations.

Inventories

The Company values approximately 92% 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. Inventories are comprised of the
following amounts at December 31:

2003

2002Raw materials

$
16,533

$
14,602Work-in-process


13,195


19,12529,728


33,727Less LIFO reserve


1,242


1,690$
28,486

$
32,037


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

YearsBuildings and improvements

11-40Machinery and equipment

5-12Transportation equipment

4-10Furniture and fixtures

4-7


Property,
plant and equipment is reviewed for impairment whenever events and changes in business circumstances indicate the carrying value of property, plant and equipment may not be
recoverable. Impairment losses are recognized based on fair value if expected cash flows of the related property, plant and equipment are less than their carrying value.

Business Combinations

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

F-10

---

Goodwill and Other Intangible Assets

In accordance with SFAS No. 142,Goodwill and Other Intangible Assets(SFAS No. 142), effective
January 1, 2002, we no longer amortize goodwill subject to annual impairment tests. If goodwill amortization was not recorded in 2001, the Company would have reported net loss of
$1.3 million or $0.03 basic and diluted loss per share. The Company performed a transitional impairment test of its existing goodwill during the second quarter of 2002. The Company did not
recognize any impairment of goodwill in connection with the initial transitional impairment test. The Company performs a formal impairment test of goodwill and indefinite-lived intangible assets on an
annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The annual
impairment tests performed in 2003 and 2002 also did not result in any impairment. The Company has broken its operations into three reporting units: print and bind, prepress services and sheetfed and
cover printing. The Company did not recognize any impairment of goodwill and other intangible assets for any year presented.

Trade
names are not amortizable. Amortizable intangible assets are amortized on a straight-line basis upon estimated useful lives as follows:

Description

YearsCustomer relationships

40Non-compete agreements

3


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

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. Based on the analysis as discussed in Note 11, the Company's pro forma net loss and loss per share
incorporating the amortization of employee stock compensation expense, as determined under SFAS No. 123, would not have been materially different from reported amounts during 2003, 2002 and
2001.

F-11

---

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:



F-12

---



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:



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 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 for the year ended December 31, 2001:

Year Ended December 31 2001Previously
Reported

Restated
BalanceCost of products and services

$
334,372

$
346,917Selling and administrative expenses


23,404


31,263Loss on disposal of depreciable assets


(394
)

(512
)Income tax provision (benefit)


3,717


(1,268
)Net income (loss)


5,294


(10,244
)Earnings (loss) per share:Basic

$
0.10

$
(0.20
)Diluted

$
0.09

$
(0.20
)


F-13

---

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 above 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

The Lehigh Press, Inc.

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

The
acquisition was accounted for under the purchase method of accounting in accordance with the SFAS No. 141. The cost of the acquisition was allocated to the assets acquired and
liabilities assumed based on the estimates of their respective fair values at the date of the acquisition.

In
November 2003, Von Hoffmann's Board of Directors authorized the exploration of a potential sale of Lehigh Direct. We determined to consider a sale of the Lehigh Direct business
because it does not serve our core instructional materials market. To assist us in the sale of the Lehigh direct division, we engaged Credit Suisse First Boston in late November 2003. As a
result, retroactive to the date we
acquired Lehigh Press, the Lehigh Direct division of Lehigh Press met the criteria for classification as an asset held for sale under SFAS No. 144,Accounting for the
Impairment or Disposal of Long-Lived Assets, had been met related to the Lehigh Direct division. Accordingly, the carrying value of the division's net assets was
adjusted to its fair value less expected costs to sell, amounting to $55.0 million, based on recent internal analysis of similar transactions. The Company believes the division will be sold by
the end of the third quarter of 2004. The preliminary valuation recognized for the Lehigh Direct division could change depending on our further analysis of the financial information of Lehigh Direct
as well as our further review of current market valuations.

F-14

---

The
following table summaries the purchase price allocation of assets acquired and liabilities assumed at the date of acquisition. Lehigh Press is in the process of completing its final
federal and state tax returns for the tax periods under previous ownership, thus, the allocation of the purchase price is subject to adjustment.

Current assets

$
5,695Property, plant and equipment


11,825Intangible assets:Customer relationships


19,500Trade name


8,200Non-compete agreements


1,70029,400Goodwill


41,091Asset held for sale


55,000Total assets acquired


143,011Current liabilities


(4,691
)Deferred income taxes


(19,248
)Deferred compensation and pension


(10,760
)Total liabilities assumed


(34,699
)Net assets acquired

$
108,312


None
of the goodwill is tax deductible. As of December 31, 2003, the stock purchase agreement required $9.0 million to be place in escrow for certain working capital
adjustments and other indemnification clauses as defined in the stock purchase agreement. The escrow or portions thereof will expire at various dates through April 2005.

The
consolidated financial statements include the results of operations of Lehigh Press from October 22, 2003, the date of acquisition. On an unaudited pro forma basis, adjusting
only for the assumption that the acquisition of Lehigh Press and related incremental borrowings had occurred at the beginning of the respective years, revenues for the year ended December 31,
2003 and 2002 would have been $425.4 million and $436.7 million, respectively. Unaudited pro forma net loss would have been $1,417 and $3,459, respectively. Unaudited pro forma basic and
diluted loss per share would have been $0.02 and $0.04, respectively. The unaudited pro forma information is not necessarily indicative of the results of operations had the Lehigh Press acquisition
actually occurred at the beginning of the respective period, nor is it necessarily indicative of future results.

F-15

---



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, 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 in 2001 of
approximately $1,476 consisting mainly of employee severance and equipment relocation costs. The Company utilized approximately $1,370 in 2001 and $106 in 2002. The Company has no remaining liability
associated with the restructuring.

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

The
Company estimates the pre-tax expenses associated with the above closure to total approximately $4.0 million to $4.5 million consisting of employee
severance ($700); revision of depreciable assets and salvage value of property, plant and equipment ($2,700) and other cash charges ($700). Of these amounts, none were recognized to date in 2003.
These amounts will be recognized over the first two quarters of 2004.

5.    Goodwill and Other Intangibles

The changes in carrying value of goodwill for the year ending December 31, 2003 are as follows:

Balance, January 1, 2003

$
189,855Lehigh Press acquisition


41,091Balance, December 31, 2003

$
230,946


The
gross carrying amount and accumulated amortization of other intangible assets as of December 31, 2003 are as follows:

Gross Carrying
Amount

Accumulated
AmortizationAmortized intangible assets:Customer relationships

$
19,500

$
81Non-compete agreements


1,700


94$
21,200

$
175Unamortized intangible assets:
Trade names

$
8,200


F-16

---

The
amortization expense for the year ended December 31, 2003 was $175. The estimated amortization expense for the next five years is as follows for the year ending
December 31:

Year

Amortization
Expense2004

$
1,0542005


1,0542006


9602007


4882008


488


6.    Asset Held for Sale

As
disclosed in Note 3, the Company determined that the Lehigh Direct division of Lehigh Press met the criteria for asset held for sale as outlined by FAS No. 144 at the
acquisition date. Accordingly, the carrying value of the division's net assets was adjusted to its fair value less costs to sell, amounting to $55.0 million, which was based on internal
analysis of recent similar transactions.

From
the acquisition date through December 31, 2003, the value of the asset held for sale changed based on the fluctuations in net assets included within the disposal group. No
gain or loss was recognized associated with this change in the net assets of Lehigh Direct, as we believe the valuation of the asset will change accordingly. At December 31, 2003, the net
assets of the Lehigh Direct division consisted of the following:

Assets:Current assets

$
15,450Property, plant and equipment, net


57,080Total assets


72,530Liabilities:Current liabilities


9,054Deferred income taxes


3,824Total liabilities


12,878Asset held for sale

$
59,652


Within
the Statement of Operations, activity associated with operating results of the Lehigh Direct division is shown separately as part of discontinued operations, net of tax provision
of $0.8 million. In 2003, net sales and pre-tax profit were $16.3 million and $2.2 million, respectively.

F-17

---

7.    Long-Term Debt

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

2003

2002Von Hoffmann Corporation:Senior secured credit agreementrevolving loan

$
25,800

$
Senior notes, including unamortized premium


277,749


215,000Senior subordinated notes


100,000


100,000403,549


315,000Von Hoffmann Holdings Inc.:Subordinated exchange debentures


41,169


35,68141,169


35,681$
444,718

$
350,681


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. The New Credit Agreement was
amended in 2003 to allow for the acquisition of Lehigh Press as well as an increase in available borrowings. The available borrowings were increased to $100.0 million effective
October 7, 2003. 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 rates are available subject to measures of leverage. At December 31, 2003, the Subsidiary had $25.8 million outstanding borrowings
and approximately $54.6 million available for future borrowings under the New Credit Agreement, net of a $2.1 million 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 30, 1997. The Old Credit Agreement included a revolving loan and an acquisition loan commitment of $75 million
and $25 million, respectively.

As
a result of the Subsidiary extinguishing the Old Credit Agreement and entering into the New Credit Agreement, the Company recognized a loss of $3.1 million in 2002, 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.

F-18

---

Senior Notes

On March 26, 2002, the Subsidiary issued $215 million of 10.25 percent senior notes (Senior Notes) due at maturity in 2009. On
October 22, 2003, the Subsidiary issued an additional $60 million of Senior
Notes with the same maturity, at a premium of $2,850. The premium will be amortized as a reduction to interest expense-subsidiary over remaining life of debt instrument.

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 New 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 initial issuance of the Senior Notes were used to pay off all outstanding balances under the Subsidiary's prior Senior Secured Credit
Agreement in 2002.

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 Senior Subordinated 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 is required to be paid in cash, subject to restrictions defined in the New Credit Agreement and conditions

F-19

---

provided
in the subordinated exchange debentures indenture. These restrictions remained in effect after May 22, 2002, therefore, interest continues not to be paid in cash but accretes and
increases the principal amount of each debenture.

During
2002, the Company purchased approximately 28.3 percent of its then 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 detachable warrants was issued in conjunction with the issuance of the redeemable preferred stock. 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 is reflected in the stockholders' equity
section of the consolidated balance sheets.

At
December 31, 2003, the fair value of the senior notes and senior subordinated notes was approximately $291.5 million and $100.3 million, respectively, based on
quoted market prices. The fair value of borrowings under the New Credit Agreement approximates the carrying value. The redemption value of the subordinated exchange debentures at December 31,
2003 was $42.6 million. Total interest paid on all debt was $33,093 in 2003, $27,998 in 2002, and $30,347 in 2001.

8.    Income Taxes

The income tax provision (benefit) is derived as follows:

Year Ended December 312003

2002

2001Continuing operations

$
(1,399
)
$
(993
)
$
(1,268
)Discontinued operations


863





Total income tax benefit

$
(536
)
$
(993
)
$
(1,268
)


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

Year Ended December 312003

2002

2001Current:U.S. federal

$
510

$
883

$
4,878State and other


37


50


555547


933


5,433Deferred:U.S. federal


(1,816
)

(1,785
)

(6,017
)State and other


(130
)

(141
)

(684
)(1,946
)

(1,926
)

(6,701
)Total income tax benefit

$
(1,399
)
$
(993
)
$
(1,268
)


F-20

---

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

December 312003

2002Deferred tax assets:Goodwill/impairment charge

$
4,454

$
4,973Interest on subordinated exchange debentures


6,297


4,718Pension


3,774


Vacation accrual


1,364


1,178Other


2,227


1,570Total deferred tax assets


18,116


12,439Deferred tax liabilities:Property, plant, and equipment


18,560


17,721Assets held for sale


9,390


Customer relationships


7,573


Trade name


3,198


Inventory


3,133


3,054Other


1,658


556Total deferred tax liabilities


43,512


21,331Net deferred tax liabilities

$
(25,396
)
$
(8,892
)


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

Year Ended December 312003

2002

2001Expected statutory rate

35.00
%
35.00
%
35.00
%Nondeductible goodwill





(28.00
)%Accretion on subordinated exchange debentures

(1.96
)%
(1.81
)%
(1.20
)%Interest and gain on subordinated exchange debentures

(6.93
)%
(26.47
)%
State income tax and other

1.44
%
9.07
%
5.22
%Effective tax rate

27.55
%
15.79
%
11.02
%


Income
taxes of $5,327, $2,332 and $9,434 were paid in 2003, 2002 and 2001 respectively.

F-21

---



9.    Pension and Profit Sharing Plan

The Company has two defined contribution retirement plans, which covers substantially all the employees of the Company. Within the two plans, benefits represent,
to a varying degree, matching and profit sharing contributions. The Company contributed a total of $4,972 in 2003, $4,681 in 2002, and $4,343 in 2001.

The
Company also contributes to a multi-employer pension plan covered by labor union contracts. Contribution amounts are determined by contract and the Company does not administer or
control the funds in any way. Contributions to the plan were $121, $77 and $76 in 2003, 2002 and 2001, respectively. The Fund's administration reported that, as of the most recent actuarial report,
the Fund had no unfunded vesting liability and no withdrawal liability for contributing employers for the plan year through April 30, 2004.

With
the acquisition of Lehigh Press, the Company maintains a trusteed, noncontributory defined benefit pension plan for eligible employees of the Lehigh Press divisions not otherwise
covered by collective bargaining agreements. In addition, the Company maintains an unfunded supplemental retirement plan (SRP plan) for certain key executives of Lehigh Press. The SRP plan no longer
has any active participants accruing benefits under the supplemental retirement plan. The plans provide benefits based on years of service and final average compensation. The following tables set
forth the components of the changes in benefit obligations and fair value of plan assets during 2003 as well as the funded status and amounts both recognized and not recognized in the balance sheets
as of December 31, 2003:

|                                  |                                         | Pension Benefits
2003 |        | Other Benefits (SRP)
2003 |  
|--------------------------------- | --------------------------------------- | --------------------- | ------ | ------------------------- | -
|
|Change in benefit obligation:     |                                         |                       |        |                           |  
|                                  | Benefit obligation at beginning of year |                       | $      |                          |  
|                                  | Acquisition dateLehigh Press           |                       |        | 30,366                    |  
|                                  | Service cost                            |                       |        | 223                       |  
|                                  | Interest cost                           |                       |        | 354                       |  
|                                  | Actuarial gain                          |                       |        | (36                       | )
|                                  | Benefits paid                           |                       |        | (153                      | )
|                                  | Administrative expenses                 |                       |        | (17                       | )
|                                  |                                         |                       |        |                           |  
|Benefit obligation at end of year |                                         | $                     | 30,737 |                           | $
|                                  |                                         |                       |        |                           |  
|                                  |                                         |                       |        |                           |  

F-22

---

|Change in plan assets:                                                                                                                     |                                                |   |         |         |   |      |      
|------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------- | - | ------- | ------- | - | ---- | -----
|                                                                                                                                           | Fair value of plan assets at beginning of year |   | $       |        |   | $    |     
|                                                                                                                                           | Acquisition dateLehigh Press                  |   |         | 20,573  |   |      |     
|                                                                                                                                           | Actual return on plan assets                   |   |         | 1,132   |   |      |     
|                                                                                                                                           | Company contributions                          |   |         |        |   |      | 15   
|                                                                                                                                           | Benefits paid                                  |   |         | (153    | ) |      | (15  
|                                                                                                                                           | Administrative expenses                        |   |         | (17     | ) |      |     
|                                                                                                                                           |                                                |   |         |         |  
|Fair value of plan assets at end of year                                                                                                   |                                                | $ | 21,535  |         | $ |     |      
|                                                                                                                                           |                                                |   |         |         |  
|Funded status                                                                                                                              |                                                | $ | (9,202  | )       | $ | (963 | )    
|Unrecognized net actuarial gain                                                                                                            |                                                |   | (864    | )       |   |     |      
|                                                                                                                                           |                                                |   |         |         |  
|Net amount recognized                                                                                                                      |                                                | $ | (10,066 | )       | $ | (963 | )    
|                                                                                                                                           |                                                |   |         |         |  
|Amounts recognized in the balance sheet consist of:                                                                                        |                                                |   |         |         |   |      |      
|                                                                                                                                           | Accrued benefit liability                      |   | $       | (10,066 | ) | $    | (963 
|                                                                                                                                           |                                                |   |         |         |  
|Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost as of and for the year ended December 31: |                                                |   |         |         |   |      |      
|                                                                                                                                           | Discount rate                                  |   |         | 6.25%   |   |      | 6.25%
|                                                                                                                                           | Expected return on plan assets                 |   |         | 8.00%   |   |      |     
|                                                                                                                                           | Rate of compensation increase                  |   |         | 3.00%   |   |      |     
|Components of net periodic benefit cost:                                                                                                   |                                                |   |         |         |   |      |      
|                                                                                                                                           | Service cost                                   |   | $       | 223     |   | $    |     
|                                                                                                                                           | Interest cost                                  |   |         | 354     |   |      | 11   
|                                                                                                                                           | Expected return on plan assets                 |   |         | (304    | ) |      |     
|                                                                                                                                           |                                                |   |         |         |  
|Net periodic benefit cost                                                                                                                  |                                                | $ | 273     |         | $ | 11   |      
|                                                                                                                                           |                                                |   |         |         |  

The
accumulated benefit obligation as of December 31, 2003 for the pension plan and SRP plan was $27,970 and $963, respectively.

Pension
plan assets are invested in listed mutual funds holding equity and fixed income investments. Equity investments within the mutual funds are investments in large, medium and small
companies. The fixed income investments within the mutual funds are invested in government securities, mortgage back securities and corporate debt obligations. The mutual funds are valued at fair
value based on quoted market values. At December 31, 2003, plan assets are allocated approximately 60% and 40% between equity and fixed income investments, respectively.

The
Company's funding policy for all plans is to make the minimum annual contributions required by applicable regulations. The Company expects to contribute $3.6 million to the
pension plan and $0.1 million to the SRP plan in 2004.

F-23

---

10.    Leases

At December 31, 2003, the minimum lease commitments under all non-cancelable operating leases with initial or remaining terms of more than one
year are as follows:

|Year                |  | Total
|------------------- |  | -----
|2004                |  | $    
|2005                |  |      
|2006                |  |      
|2007                |  |      
|2008 and thereafter |  |      
|                    |  |      
|                    |  | $    
|                    |  |      

Rental
expense amounted to $2,069, $1,626, and $1,592 in 2003, 2002, and 2001 respectively.

11.    Employee Stock Option Plan

The Company has two stock option plans under which certain officers, employees and members of the board of directors are participants. All stock options are
granted at market value.

For
the 1997 Stock Option Plan, the Company authorized the granting of options to management personnel for up to 6,000 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.

For
the 2003 Stock Option Plan, the Company authorized the granting of options to management personnel and non-employee directors for up to 2,773 shares of the Company's
common stock. Options under the plan vest only if certain performance targets are met as determined by the board of directors. 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. Information related to the Company's stock option plans are presented as
follows:

|                                  |  | 2003  |  | 2002 |      | 2001
|--------------------------------- |  | ----- |  | ---- | ---- | ----
|
|
|Outstanding at beginning of year  |  | 3,227 |  | $    | 1.00 |     
|Forfeited                         |  | 262   |  |      | 1.00 |     
|Cancelled                         |  |      |  |      |     |     
|Granted                           |  | 1,817 |  |      | 1.00 |     
|                                  |  |       |  |      |      |     
|Outstanding at end of year        |  | 4,782 |  | $    | 1.00 |     
|                                  |  |       |  |      |      |     
|Exercisable at end of year        |  | 3,292 |  | $    | 1.00 |     
|                                  |  |       |  |      |      |     
|Reserved for future option grants |  | 3,991 |  |      |      |     
|                                  |  |       |  |      |      |     

F-24

---

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 2003 and 2001 assumes a risk-free interest rate of 3.00 and 5.00 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 2003 and 2001 was $0.14 and $0.54 per share, respectively. The weighted average remaining contractual life of options is
5.22 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 loss and loss per share incorporating this amortization would not have been
materially different from reported amounts during 2003, 2002, and 2001.

12.    Loss per Share

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

|                                       |  | Year Ended December 31 |       
|-------------------------------------- |  | ---------------------- | ------
|
|Numerator:                             |  |                        |       
|Loss before discontinued operations    |  | $                      | (3,679
|Discontinued operations                |  |                        | 1,351 
|                                       |  |                        |       
|Net loss                               |  | $                      | (2,328
|                                       |  |                        |       
|Denominator (Weighted average shares): |  |                        |       
|Basic and diluted                      |  |                        | 66,935
|                                       |  |                        |       
|Basic and diluted loss per share:      |  |                        |       
|Loss before discontinued operations    |  | $                      | (0.05 
|Discontinued operations                |  |                        | 0.02  
|                                       |  |                        |       
|Net loss                               |  | $                      | (0.03 
|                                       |  |                        |       

For
2003, 2002 and 2001, options and/or warrants for 4,950, 4,950 and 6,444 shares, respectively, were excluded from the diluted loss per share calculation because they were
anti-dilutive.

13.    Related Party Transactions

In 2003, the Company paid underwriting fees associated with the additional issuance of Senior Notes to Credit Suisse were approximately $1.9 million, which
were recorded in debt issuance costs. As

F-25

---

part
of the financial commitments made by Credit Suisse during the Lehigh Press Acquisition, the Company also paid approximately $1.4 million to Credit Suisse. Due to the additional issuance of
Senior Notes and an amendment to the New Credit Agreement referenced to above, the Company expensed, as special consulting expenses, the $1.4 million in fees for Credit Suisse's financial
commitments. 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. On
October 31, 2003, the Subsidiary entered into an amendment of the financial advisory agreement which provided for the waiver of the annual advisory fee of $500,000 to be paid by us to Credit
Suisse for the year 2003 and any future years unless otherwise reinstated.

On
November 21, 2003, the Subsidiary entered into an agreement to engage Credit Suisse to act as its exclusive financial advisor with respect to the sale of Lehigh direct. Under
the agreement, Credit Suisse assists the Subsidiary in analyzing and evaluating Lehigh Direct, in preparing materials to distribute to potential purchasers, to evaluate potential purchasers and to
assist in structuring and negotiating the sale. For its services, Credit Suisse received a transaction fee equal to $1,000,000.

The
Company paid consulting fees to Credit Suisse First Boston Corporation (Credit Suisse) (or its predecessor), an affiliate of the Company's principal stockholder in the Company, of
approximately $0.3 million in 2003, $0.4 million in 2002 and $0.3 million in 2001. As part of the financing activity disclosed in Note 7, the Company paid consulting fees
associated with formulation of financial strategies to Credit Suisse of approximately $1.0 million in 2002. In addition, the Company paid underwriting fees in 2002 associated with the issuance
of the Senior Notes and New Credit Agreement to Credit Suisse of approximately $8.2 million which were recorded in debt issuance costs.

14.    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.

F-26

---

15.    Quarterly Financial Information (Unaudited)

|                                  |  | Quarter |        |   |  
|--------------------------------- |  | ------- | ------ | - | -
|
|
|Net sales                         |  | $       | 82,666 |   | $
|Gross profit                      |  |         | 9,368  |   |  
|Net income (loss)                 |  |         | (5,793 | ) |  
|Basic earnings (loss) per share   |  |         | (0.11  | ) |  
|Diluted earnings (loss) per share |  |         | (0.11  | ) |  

|                         |                                   | Quarter |        |       |  
|------------------------ | --------------------------------- | ------- | ------ | ----- | -
|
|
|Net sales                |                                   | $       | 93,751 |       | $
|Gross profit             |                                   |         | 15,489 |       |  
|Net income (loss)        |                                   |         | (378   | )     |  
|Continuing operations:   |                                   |         |        |       |  
|                         | Basic earnings (loss) per share   |         |        | (0.01 | )
|                         | Diluted earnings (loss) per share |         |        | (0.01 | )
|Discontinued operations: |                                   |         |        |       |  
|                         | Basic earnings per share          |         |        |      |  
|                         | Diluted earnings per share        |         |        |      |  
|Total:                   |                                   |         |        |       |  
|                         | Basic earnings (loss) per share   |         |        | (0.01 | )
|                         | Diluted earnings (loss) per share |         |        | (0.01 | )

---

F-27

---



VON HOFFMANN HOLDINGS INC.        SCHEDULE IIValuation and Qualifying Accounts

|                                                      |  | Year Ended December 31, |     
|----------------------------------------------------- |  | ----------------------- | ----
|
|Allowance for doubtful accounts:                      |  |                         |     
|Balance, beginning of year                            |  | $                       | 475 
|Balance at acquisition date,
The Lehigh Press, Inc.   |  |                         | 211 
|Provisions (reductions) charged to income             |  |                         | 150 
|Uncollectible accounts written off, net of recoveries |  |                         | (137
|                                                      |  |                         |     
|Balance, end of year                                  |  | $                       | 699 
|                                                      |  |                         |     
|Reserve for obsolete inventory:                       |  |                         |     
|Balance, beginning of year                            |  | $                       | 861 
|Provisions charged to income                          |  |                         | 183 
|Obsolete inventory written off                        |  |                         | (301
|                                                      |  |                         |     
|Balance, end of year                                  |  | $                       | 743 
|                                                      |  |                         |     

S-1

---

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 Precision Offset Printing Company, Inc.                                                                                                                                                       
|3.8(1)      |  | By-Laws of Precision Offset Printing Company, Inc.                                                                                                                                                                            
|3.9(5)      |  | Articles of Incorporation of The Lehigh Press, Inc.                                                                                                                                                                           
|3.10(5)     |  | By-Laws of The Lehigh Press, 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 101/4% 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 103/8% 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 Senior Notes (included in Exhibit 4.1 hereto).                                                                                                                                                                        
|4.5(2)      |  | Form of Senior Subordinated 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(1)      |  | Registration Rights Agreement, dated May 22, 1997 among Von Hoffmann Corporation, the Guarantors party thereto and Donaldson, Lufkin & Jenrette Securities Corporation.                                                       
|4.9(1)      |  | Registration Rights Agreement, dated June 13, 1997 between Von Hoffman Corporation and Donaldson, Lufkin & Jenrette Securities Corporation.                                                                                   
|4.10(1)     |  | 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(1)     |  | 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(1)     |  | 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(1) |  | 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 103/8% 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 103/8% 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 103/8% 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 103/8% 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 103/8% 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
103/8% 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 103/8% 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 103/8% 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 103/8% 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 103/8% 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 103/8% 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 103/8% 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 103/8% Senior Subordinated Notes due 2007.   
|4.29(5)  |  | Stock Purchase Agreement among Von Hoffmann Corporation, The Lehigh Press, Inc. and the Shareholders of Lehigh Press, Inc. dated September 5, 2003.                                                                                                                                        
|4.30(5)  |  | Registration Rights Agreement, dated October 22, 2003 among Von Hoffmann Corporation, the Guarantors party thereto and Credit Suisse First Boston LLC.                                                                                                                                     
|4.31(5)  |  | Stock Purchase Agreement, dated October 22, 2003, among Von Hoffmann Holdings Inc., DLJ Merchant Banking Partners II, L.P. and certain of its affiliates.                                                                                                                                  
|4.32(5)  |  | Fourteenth Supplemental Indenture, dated October 22, 2003 among Von Hoffmann Corporation, The Lehigh Press, the guarantors party thereto and HSBC Bank as trustee with respect to the 103/8% Senior Subordinated Notes
due 2007.                                                           
|4.33(5)  |  | First Supplemental Indenture, dated as of December 19, 2002 among Von Hoffmann Corporation, Von Hoffmann Holdings, H&S Graphics, Inc., Precision Offset Printing Company, Inc., and U.S. Bank National Association
with respect to the 101/4% Senior Notes due 2009.                       
|4.34(5)  |  | Second Supplemental Indenture, dated October 22, 2003 between Von Hoffmann Corporation, Precision Offset Printing Company, Inc., H&S Graphics, Inc., Picture Inc., The Lehigh Press, Inc. and U.S. National
Bank Association, as Trustee, with respect to the 101/4% Senior Notes due 2009.
|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 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 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.                                                                                                                                                
|         |  |                                                                                                                                                                                                                                                                                            

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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.17(5)  |  | Executive Employment Agreement dated as of September 5, 2003 by and among Von Hoffmann Corporation and John R. DePaul.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.18(5)  |  | Amendment No. 2, dated as of October 7, 2003 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.   
|10.19(5)  |  | Amendment No. 1 dated as of October 31, 2003 to the Financial Advisory Agreement, dated as of March 26, 2002 between Von Hoffmann Corporation and Credit Suisse First Boston Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12(6)     |  | Statement regarding calculation of ratio of earnings to fixed charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|21(6)     |  | Subsidiaries of the Registrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|31.1(6)   |  | Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|31.2(6)   |  | Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|32.1(6)   |  | Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|32.2(6) |  | Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|------- |  | ---------------------------------------------------------------------------------------------------

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