8-K 1 g09833e8vk.htm ACG HOLDING, INC. / AMERICAN COLOR GRAPHICS, INC. ACG Holding, Inc. / American Color Graphics, Inc.
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
Date of Report (Date of earliest event reported):
  October 4, 2007 (October 4, 2007)
 
   
ACG HOLDINGS, INC.
 
(Exact name of registrant as specified in its charter)
         
Delaware   33-97090-01   62-1395968
 
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number)
     
100 Winners Circle, Brentwood, Tennessee   37027
 
(Address of Principal Executive Office)   (Zip Code)
     
Registrant’s Telephone Number, Including Area Code
  (615) 377-0377
 
   
 
(Former name or former address, if changed since last report.)
AMERICAN COLOR GRAPHICS, INC.
 
(Exact name of registrant as specified in its charter)
         
New York   33-97090   16-1003976
 
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number)
     
100 Winners Circle, Brentwood, Tennessee   37027
 
(Address of Principal Executive Office)   (Zip Code)
     
Registrant’s Telephone Number, Including Area Code
  (615) 377-0377
 
   
 
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

ITEM 8.01. OTHER EVENTS.
On October 4, 2007, American Color Graphics, Inc. announced that its Board of Directors had determined to conduct a review of its strategic options following Vertis, Inc.’s unilateral termination earlier this week of its letter of intent with the Company covering a proposed merger between the two companies. The Company will work with its financial advisor, Lehman Brothers, in connection with the review.
The Company’s strategic options could include, among other things, seeking to exchange some or all of its 10% Senior Second Secured Notes due 2010 (“10% Notes”) for other securities of the Company, seeking waivers or amendments from the requisite lenders under its existing bank credit facilities and 10% Notes, seeking to incur additional indebtedness above currently permitted levels (if the requisite lenders under its existing bank credit facilities and the 10% Notes permit it), seeking to refinance its current bank credit facilities, seeking to sell the entire Company or dispose of material assets, or taking other actions that could have a material effect on the Company.
The Company cannot provide any assurance that any such alternative would be pursued or could be accomplished or as to the timing or terms of any such action.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
         
  ACG HOLDINGS, INC.
AMERICAN COLOR GRAPHICS, INC.
 
 
  By:   /s/ Patrick W. Kellick    
    Patrick W. Kellick   
    SENIOR VICE PRESIDENT
CHIEF FINANCIAL OFFICER 
 
 
Dated: October 4, 2007

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