##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 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 33-97090
 ACG HOLDINGS, INC.
  Delaware
    
    62-1395968(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)100 Winners Circle, Brentwood, Tennessee
    
    37027(Address of Principal Executive Offices)
    
    (Zip Code)
 (615) 377-0377
 AMERICAN COLOR GRAPHICS, INC.
  New York
    
    16-1003976(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)100 Winners Circle, Brentwood, Tennessee
    
    37027(Address of Principal Executive Offices)
    
    (Zip Code)
 (615) 377-0377
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ




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##### 



INDEX
 PAGEPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements.Condensed Consolidated Balance Sheets as of June 30, 2006 and March 31, 2006
    
    
    3Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2006 and 2005
    
    
    5Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2006 and 2005
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
    
    
    19Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
    
    
    27Item 4.
    
    Controls and Procedures.
    
    
    27PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings.
    
    
    28Item 6.
    
    Exhibits.
    
    
    28SIGNATURES
    
    
    29EXHIBIT INDEX
    
    
    30EX-12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO
  2




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ACG HOLDINGS, INC.
 
 Condensed Consolidated Balance Sheets
  June 30, 2006
    
    
    March 31, 2006(Unaudited)AssetsCurrent assets:Cash
    
    $
    
    
    
    
    Receivables:Trade accounts, less allowance for
doubtful accounts of $1,152 and
$1,275 at June 30, 2006 and March 31,
2006, respectively
    
    
    41,003
    
    
    
    41,080Other
    
    
    3,201
    
    
    
    3,463Total receivables
    
    
    44,204
    
    
    
    44,543Inventories
    
    
    8,374
    
    
    
    7,714Deferred income taxes
    
    
    1,409
    
    
    
    1,409Prepaid expenses and other current assets
    
    
    5,033
    
    
    
    4,733Total current assets
    
    
    59,020
    
    
    
    58,399Property, plant and equipment
    
    
    291,728
    
    
    
    287,270Less accumulated depreciation
    
    
    (205,097
    )
    
    
    (199,504
    )Net property, plant and equipment
    
    
    86,631
    
    
    
    87,766Excess of cost over net assets acquired
    
    
    66,548
    
    
    
    66,548Other assets
    
    
    18,301
    
    
    
    18,789Total assets
    
    $
    230,500
    
    
    
    231,502
  3




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##### Table of Contents



ACG HOLDINGS, INC.
 Condensed Consolidated Balance Sheets
  June 30, 2006
    
    
    March 31, 2006(Unaudited)Liabilities and Stockholders DeficitCurrent liabilities:Current installments of capitalized leases
    
    $
    3,999
    
    
    
    3,731Trade accounts payable
    
    
    34,374
    
    
    
    33,845Accrued expenses
    
    
    28,485
    
    
    
    36,367Income tax payable
    
    
    188
    
    
    
    160Total current liabilities
    
    
    67,046
    
    
    
    74,103Long-term debt and capitalized leases,
excluding current installments
    
    
    331,682
    
    
    
    320,553Deferred income taxes
    
    
    3,476
    
    
    
    3,866Other liabilities
    
    
    60,962
    
    
    
    62,712Total liabilities
    
    
    463,166
    
    
    
    461,234Commitments and contingencies (note 8)Stockholders deficit:Common stock, voting, $.01 par value, 5,852,223
shares authorized, 158,205 shares issued and
outstanding at June 30, 2006 and March 31,
2006
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    2,038
    
    
    
    2,038Accumulated deficit
    
    
    (213,102
    )
    
    
    (209,760
    )Other accumulated comprehensive loss, net of tax
    
    
    (21,604
    )
    
    
    (22,012
    )Total stockholders deficit
    
    
    (232,666
    )
    
    
    (229,732
    )Total liabilities and stockholders deficit
    
    $
    230,500
    
    
    
    231,502
  4




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##### Table of Contents



ACG HOLDINGS, INC.
 
 Condensed Consolidated Statements of Operations
   Three Months EndedJune 30, 20062006
    
    
    2005Sales
    
    $
    110,010
    
    
    
    108,270Cost of sales
    
    
    97,864
    
    
    
    95,620Gross profit
    
    
    12,146
    
    
    
    12,650Selling, general and administrative expenses
    
    
    5,952
    
    
    
    5,686Operating income
    
    
    6,194
    
    
    
    6,964Other expense (income):Interest expense
    
    
    9,605
    
    
    
    9,077Interest income
    
    
    (11
    )
    
    
    (53
    )Other, net
    
    
    227
    
    
    
    191Total other expense
    
    
    9,821
    
    
    
    9,215Loss before income taxes
    
    
    (3,627
    )
    
    
    (2,251
    )Income tax expense (benefit):Current
    
    
    195
    
    
    
    147Deferred
    
    
    (480
    )
    
    
    (8
    )Total income tax expense (benefit)
    
    
    (285
    )
    
    
    139Net loss
    
    $
    (3,342
    )
    
    
    (2,390
    )
  5




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##### Table of Contents



ACG HOLDINGS, INC.
 
 Condensed Consolidated Statements of Cash Flows
   Three Months EndedJune 30,2006
    
    
    2005Cash flows provided (used) by operating activities:Net loss
    
    $
    (3,342
    )
    
    
    (2,390
    )Adjustments to reconcile net loss to net cash used
by operating activities:Depreciation
    
    
    4,633
    
    
    
    4,905Amortization of other assets
    
    
    10
    
    
    
    73Amortization of deferred financing costs
    
    
    765
    
    
    
    730Deferred income tax benefit
    
    
    (480
    )
    
    
    (8
    )Decrease in working capital deficiency and other
    
    
    (9,699
    )
    
    
    (22,027
    )Net cash used by operating activities
    
    
    (8,113
    )
    
    
    (18,717
    )Cash flows provided (used) by investing activities:Purchases of property, plant and equipment
    
    
    (3,023
    )
    
    
    (1,941
    )Proceeds from sales of property, plant and equipment (note 3)
    
    
    11
    
    
    
    6,907Other
    
    
    (98
    )
    
    
    72Net cash provided (used) by investing activities
    
    
    (3,110
    )
    
    
    5,038Cash flows provided (used) by financing activities:Proceeds from 2005 term loan facility (note 4)
    
    
    
    
    
    
    35,000Net increase (decrease) in revolver borrowings
    
    
    12,300
    
    
    
    (16,000
    )Repayment and buyout of capital lease obligations
    
    
    (903
    )
    
    
    (2,028
    )Payment of deferred financing costs
    
    
    (151
    )
    
    
    (3,308
    )Net cash provided by financing activities
    
    
    11,246
    
    
    
    13,664Effect of exchange rates on cash
    
    
    (23
    )
    
    
    15Net change in cash
    
    
    
    
    
    
    Cash:Beginning of period
    
    
    
    
    
    
    End of period
    
    $
    
    
    
    
    
  6




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##### Table of Contents



ACG HOLDINGS, INC.
 
 Notes to Condensed Consolidated Financial Statements
  Description of the Company
  1. Basis of Presentation
   2. Inventories
  June 30,
    
    
    March 31,2006
    
    
    2006Paper
    
    $
    6,625
    
    
    
    5,959Ink
    
    
    150
    
    
    
    140Supplies and other
    
    
    1,599
    
    
    
    1,615Total inventories
    
    $
    8,374
    
    
    
    7,714
 3. Assets and Liabilities Held For Sale
  7




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ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
  4. May 5, 2005 Refinancing Transaction
  
    
    a $55 million revolving credit facility ($40 million of which may
be used for letters of credit), which is not subject to a
borrowing base limitation, maturing on December 15, 2009 (the
2005 Revolving Credit Facility); and
    
    a $35 million non-amortizing term loan facility maturing on
December 15, 2009 (the 2005 Term Loan Facility).
     
    
    change the nature of its business;
    
    pay dividends or make other distributions;
    
    make capital expenditures, other investments or acquisitions;
    
    enter into transactions with affiliates;
    
    dispose of assets or enter into mergers or other business combinations;
    
    incur or guarantee additional debt;
    
    repay debt or repurchase or redeem equity interests and debt;
    
    place restrictions on dividends, distributions or transfers to the Company from its subsidiaries;
    
    create or permit to exist certain liens; and
    
    pledge assets or engage in sale-leaseback transactions.
 8




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
    5. Comprehensive Income (Loss)
   Three Months EndedJune 30,2006
    
    
    2005Net loss
    
    $
    (3,342
    )
    
    
    (2,390
    )Foreign currency translation adjustment,
net of tax
    
    
    408
    
    
    
    (241
    )Total comprehensive loss
    
    $
    (2,934
    )
    
    
    (2,631
    )
 6. Income Taxes
    9




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
  7. Employee Benefit Plans
 Components of Net Periodic Benefit Cost (in thousands)
 Defined Benefit
    
    
    Defined BenefitPension Plans
    
    
    Postretirement PlanThree months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Service cost
    
    $
    133
    
    
    
    131
    
    
    
    12
    
    
    
    13Interest cost
    
    
    1,230
    
    
    
    1,226
    
    
    
    68
    
    
    
    63Expected return on plan assets
    
    
    (1,373
    )
    
    
    (1,198
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    
    
    
    
    
    
    
    
    (71
    )
    
    
    (55
    )Amortization of unrecognized loss
    
    
    605
    
    
    
    574
    
    
    
    
    
    
    
    Recognized net actuarial loss (gain)
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    (8
    )Net periodic benefit cost
    
    $
    595
    
    
    
    733
    
    
    
    13
    
    
    
    13
 8. Commitments and Contingencies
     10




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
    9. Restructuring Costs
 Fiscal Year 2005 Restructuring Costs
 New York Premedia Consolidation Plan
    03/31/06
    
    
    
    
    
    
    06/30/06Restructuring
    
    
    
    
    
    
    RestructuringReserve Balance
    
    
    Activity
    
    
    Reserve BalanceLease termination costs
    
    
    576
    
    
    
    (37
    )
    
    
    539Other costs
    
    
    12
    
    
    
    
    
    
    
    12$
    588
    
    
    
    (37
    )
    
    
    551
 11




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ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
  Pittsburg Facility Closure Plan
    03/31/06
    
    
    
    
    
    
    06/30/06Restructuring
    
    
    
    
    
    
    RestructuringReserve Balance
    
    
    Activity
    
    
    Reserve BalanceLease termination costs
    
    $
    599
    
    
    
    (1
    )
    
    
    598Other costs
    
    
    26
    
    
    
    
    
    
    
    26$
    625
    
    
    
    (1
    )
    
    
    624
  12




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
 Plant and SG&A Reduction Plan
    03/31/06
    
    
    
    
    
    
    06/30/06Restructuring
    
    
    
    
    
    
    RestructuringReserve Balance
    
    
    Activity
    
    
    Reserve BalanceSeverance and other employee costs
    
    $
    848
    
    
    
    (197
    )
    
    
    651Other costs
    
    
    103
    
    
    
    
    
    
    
    103$
    951
    
    
    
    (197
    )
    
    
    754
  Fiscal Year 2004 Restructuring Costs
 January 2004 Plan
   13




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
   03/31/06
    
    
    
    
    
    
    06/30/06Restructuring
    
    
    
    
    
    
    RestructuringReserve Balance
    
    
    Activity
    
    
    Reserve BalanceSeverance and
other employee costs
    
    $
    223
    
    
    
    
    
    
    
    223Other costs
    
    
    110
    
    
    
    (6
    )
    
    
    104$
    333
    
    
    
    (6
    )
    
    
    327
  July 2003 Plan
    03/31/06
    
    
    
    
    
    
    06/30/06Restructuring
    
    
    
    
    
    
    RestructuringReserve Balance
    
    
    Activity
    
    
    Reserve BalanceSeverance and other employee costs
    
    $
    102
    
    
    
    (76
    )
    
    
    26
  14




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
  Fiscal Year 2002 Restructuring Costs
    03/31/06Restructuring
    
    
    
    
    
    
    06/30/06Reserve
    
    
    
    
    
    
    RestructuringBalance
    
    
    Activity
    
    
    Reserve BalanceLease termination costs
    
    $
    1,528
    
    
    
    (46
    )
    
    
    1,482
  15




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
 10. Industry Segment Information
     Premedia
    
    
    Corporate(In thousands)
    
    Print
    
    
    Services
    
    
    and Other
    
    
    TotalThree Months Ended June 30, 2006Sales
    
    $
    97,153
    
    
    
    12,857
    
    
    
    
    
    
    
    110,010EBITDA
    
    $
    8,682
    
    
    
    2,766
    
    
    
    (838
    )
    
    
    10,610Depreciation and amortization
    
    
    (4,116
    )
    
    
    (527
    )
    
    
    
    
    
    
    (4,643
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    (9,605
    )
    
    
    (9,605
    )Interest income
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    11Income tax benefit
    
    
    
    
    
    
    
    
    
    
    285
    
    
    
    285Net income (loss)
    
    $
    4,566
    
    
    
    2,239
    
    
    
    (10,147
    )
    
    
    (3,342
    )Total assets
    
    $
    205,282
    
    
    
    12,935
    
    
    
    12,283
    
    
    
    230,500Total goodwill
    
    $
    64,656
    
    
    
    1,892
    
    
    
    
    
    
    
    66,548Total capital expenditures
    
    $
    2,805
    
    
    
    218
    
    
    
    
    
    
    
    3,023
 16




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
 Premedia
    
    
    Corporate(In thousands)
    
    Print
    
    
    Services
    
    
    and Other
    
    
    TotalThree Months Ended June 30, 2005Sales
    
    $
    94,542
    
    
    
    13,728
    
    
    
    
    
    
    
    108,270EBITDA
    
    $
    9,441
    
    
    
    2,942
    
    
    
    (632
    )
    
    
    11,751Depreciation and amortization
    
    
    (4,282
    )
    
    
    (696
    )
    
    
    
    
    
    
    (4,978
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    (9,077
    )
    
    
    (9,077
    )Interest income
    
    
    
    
    
    
    
    
    
    
    53
    
    
    
    53Income tax expense
    
    
    
    
    
    
    
    
    
    
    (139
    )
    
    
    (139
    )Net income (loss)
    
    $
    5,159
    
    
    
    2,246
    
    
    
    (9,795
    )
    
    
    (2,390
    )Total assets
    
    $
    219,583
    
    
    
    15,505
    
    
    
    15,729
    
    
    
    250,817Total goodwill
    
    $
    64,656
    
    
    
    1,892
    
    
    
    
    
    
    
    66,548Total capital expenditures
    
    $
    1,646
    
    
    
    295
    
    
    
    
    
    
    
    1,941
 11. Impact of Recently Issued Accounting Standards
   17




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
  18




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##### Table of Contents



ACG HOLDINGS, INC.
 
 Managements Discussion and Analysis of
Financial Condition and Results of Operations
 Special Note Regarding Forward Looking Statements
  
    
    a failure to achieve expected cost reductions or to execute other key strategies;
    
    fluctuations in the cost of paper, ink and other key raw materials;
    
    changes in the advertising and print markets;
    
    actions by our competitors, particularly with respect to pricing;
    
    the financial condition of our customers;
    
    downgrades of our credit ratings;
    
    our financial condition and liquidity and our leverage and debt service obligations;
    
    the general condition of the United States economy;
    
    interest rate and foreign currency exchange rate fluctuations;
    
    the level of capital resources required for our operations;
    
    changes in the legal and regulatory environment;
    
    the demand for our products and services; and
    
    other risks and uncertainties, including the matters set forth in this Report
generally and those described from time to time in our filings with the Securities and
Exchange Commission.
   19




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##### Table of Contents



ACG HOLDINGS, INC.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
  Three Months EndedJune 30,2006
    
    
    2005Sales:Print
    
    $
    97,153
    
    
    
    94,542Premedia Services
    
    
    12,857
    
    
    
    13,728Total
    
    $
    110,010
    
    
    
    108,270Gross Profit:Print
    
    $
    8,404
    
    
    
    8,967Premedia Services
    
    
    3,743
    
    
    
    3,684Other
    
    
    (1
    )
    
    
    (1
    )Total
    
    $
    12,146
    
    
    
    12,650Gross Margin:Print
    
    
    8.7
    %
    
    
    9.5
    %Premedia Services
    
    
    29.1
    %
    
    
    26.8
    %Total
    
    
    11.0
    %
    
    
    11.7
    %EBITDA:Print
    
    $
    8,682
    
    
    
    9,441Premedia Services
    
    
    2,766
    
    
    
    2,942Other (a)
    
    
    (838
    )
    
    
    (632
    )Total
    
    $
    10,610
    
    
    
    11,751EBITDA Margin:Print
    
    
    8.9
    %
    
    
    10.0
    %Premedia Services
    
    
    21.5
    %
    
    
    21.4
    %Total
    
    
    9.6
    %
    
    
    10.9
    %
 
 (a)
    
    Other operations include corporate general and administrative expenses.  20




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##### Table of Contents



ACG HOLDINGS, INC.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
  PremediaPrint
    
    
    Services
    
    
    Other
    
    
    TotalThree Months Ended June 30, 2006EBITDA
    
    $
    8,682
    
    
    
    2,766
    
    
    
    (838
    )
    
    
    10,610Depreciation and amortization
    
    
    (4,116
    )
    
    
    (527
    )
    
    
    
    
    
    
    (4,643
    )Interest expense, net
    
    
    
    
    
    
    
    
    
    
    (9,594
    )
    
    
    (9,594
    )Income tax benefit
    
    
    
    
    
    
    
    
    
    
    285
    
    
    
    285Net income (loss)
    
    $
    4,566
    
    
    
    2,239
    
    
    
    (10,147
    )
    
    
    (3,342
    )Three Months Ended June 30, 2005EBITDA
    
    $
    9,441
    
    
    
    2,942
    
    
    
    (632
    )
    
    
    11,751Depreciation and amortization
    
    
    (4,282
    )
    
    
    (696
    )
    
    
    
    
    
    
    (4,978
    )Interest expense, net
    
    
    
    
    
    
    
    
    
    
    (9,024
    )
    
    
    (9,024
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    (139
    )
    
    
    (139
    )Net income (loss)
    
    $
    5,159
    
    
    
    2,246
    
    
    
    (9,795
    )
    
    
    (2,390
    )
 Print
 Sales.
 Gross Profit
 Selling, General and Administrative Expenses.
 Other Expense (Income).
 21




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##### Table of Contents



ACG HOLDINGS, INC.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
 EBITDA.
 Premedia Services
 Sales.
 Gross Profit.
 Selling, General and Administrative Expenses.
 Other Expense (Income).
 EBITDA.
 Other Operations
  Interest Expense, Net
  Income Tax Expense (Benefit)
   22




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##### Table of Contents



ACG HOLDINGS, INC.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
 Net Income (Loss)
  Liquidity and Capital Resources
  
    
    a $55 million revolving credit facility ($40 million of which may be used for letters
of credit), which is not subject to a borrowing base limitation, maturing on December
15, 2009 (the 2005 Revolving Credit Facility); and
    
    a $35 million non-amortizing term loan facility maturing on December 15, 2009 (the
2005 Term Loan Facility).
     
    
    change the nature of our business;
    
    pay dividends or make other distributions;
    
    make capital expenditures, other investments or acquisitions;
    
    enter into transactions with affiliates;
    
    dispose of assets or enter into mergers or other business combinations;
    
    incur or guarantee additional debt;
    
    repay debt or repurchase or redeem equity interests and debt;
    
    place restrictions on dividends, distributions or transfers to us from our subsidiaries;
    
    create or permit to exist certain liens; and
    
    pledge assets or engage in sale-leaseback transactions.
  23




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##### Table of Contents



ACG HOLDINGS, INC.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    $8.1 million of operating activities (see our condensed consolidated statements of cash
flows appearing elsewhere in this Report);
    
    $3.0 million in cash capital expenditures; and
    
    $1.1 million to service other indebtedness (including repayment of capital lease
obligations of $0.9 million and payment of deferred financing costs of $0.2 million).
     Value Added Revenue and Print Impressions for the Print Segment
  24




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##### Table of Contents



ACG HOLDINGS, INC.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
 Three Months EndedJune 30,2006
    
    
    2005Print segment VAR (in thousands)
    
    $
    47,073
    
    
    
    45,428Print segment impressions (in millions)
    
    
    2,864
    
    
    
    2,688
  Three Months EndedJune 30,2006
    
    
    2005(In thousands)Print segment sales
    
    $
    97,153
    
    
    
    94,542Paper, ink and subcontract services
    
    
    (50,080
    )
    
    
    (49,114
    )Print segment VAR
    
    $
    47,073
    
    
    
    45,428
 New Accounting Pronouncements
    25




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##### Table of Contents



ACG HOLDINGS, INC.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
  Contractual Obligations
  26




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##### Table of Contents



ACG HOLDINGS, INC.
PART I  FINANCIAL INFORMATION
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Quantitative Information.
 Qualitative Information .
    
 Item 4. Controls and Procedures.
  27




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##### Table of Contents



ACG HOLDINGS, INC.
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 6. Exhibits.
 Exhibit No.
    
    Description12.1
    
    Statement Re: Computation of Ratio of Earnings to Fixed Charges31.1
    
    Rule 13a  14(a)/15d-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a  14(a)/15d-14(a) Certification of Chief Financial Officer32.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350
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##### Table of Contents



SIGNATURES
  ACG Holdings, Inc.
American Color Graphics, Inc.Date: August 14, 2006
    By
    /s/ Stephen M. DyottStephen M. DyottChairman, President and Chief Executive Officer (Authorized Officer)Date: August 14, 2006
    By
    /s/ Patrick W. KellickPatrick W. KellickSenior Vice President/Chief Financial Officer
and Secretary (Authorized Officer and Principal Financial Officer) 29




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description12.1
    
    Statement Re: Computation of Ratio of Earnings to Fixed Charges31.1
    
    Rule 13a  14(a)/15d-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a  14(a)/15d-14(a) Certification of Chief Financial Officer32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350
 30