8-K 1 g09747e8vk.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 1, 2007 (October 1, 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.
Vertis, Inc. announced today that it had terminated the Letter of Intent dated July 21, 2007, between Vertis and ACG Holdings, Inc, with respect to the proposed merger of ACG Holdings with Vertis. Vertis also announced that the Agreement dated September 13, 2007, among Vertis, ACG Holdings, American Color Graphics, Inc. and certain holders of Graphics 10% Senior Second Secured Notes due 2010 with respect to such merger had expired by its terms on September 29, 2007.

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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 1, 2007

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