##### 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
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   ACG HOLDINGS, INC.
  Delaware
(State or Other Jurisdiction of Incorporation or Organization)
    
    62-1395968
(I.R.S. Employer Identification No.)100 Winners Circle, Brentwood, Tennessee
(Address of Principal Executive Offices)
    
    37027
(Zip Code)
 (615) 377-0377
 AMERICAN COLOR GRAPHICS, INC.
  New York
(State or Other Jurisdiction of Incorporation or Organization)
    
    16-1003976
(I.R.S. Employer Identification No.)100 Winners Circle, Brentwood, Tennessee
(Address of Principal Executive Offices)
    
    37027
(Zip Code)
 (615) 377-0377
 þ o
 o þ




---



INDEX
  
 PAGEPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements.Condensed Consolidated Balance Sheets as of June 30, 2005 and March 31, 2005
    
    
    3Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2005 and 2004
    
    
    5Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2005 and 2004
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
    
    
    18Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
    
    
    26Item 4.
    
    Controls and Procedures.
    
    
    26PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings.
    
    
    27Item 6.
    
    Exhibits.
    
    
    27SIGNATURES
    
    
    28EXHIBIT INDEX
    
    
    29EX-12.1 STATEMENT RE COMPUTATION OF RATIO OF EARNINGSEX-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, 2005
    
    
    March 31, 2005(Unaudited)AssetsCurrent assets:Cash
    
    $
    
    
    
    
    Receivables:Trade accounts, less allowance for
doubtful accounts of $1,402 and
$1,783 at June 30, 2005 and March 31,
2005, respectively
    
    
    46,098
    
    
    
    46,992Other
    
    
    3,782
    
    
    
    3,420Total receivables
    
    
    49,880
    
    
    
    50,412Inventories
    
    
    11,542
    
    
    
    10,447Income tax receivable
    
    
    
    
    
    
    78Deferred income taxes
    
    
    2,235
    
    
    
    2,235Prepaid expenses and other current assets
    
    
    5,138
    
    
    
    5,192Assets held for sale
    
    
    
    
    
    
    8,112Total current assets
    
    
    68,795
    
    
    
    76,476Property, plant and equipment
    
    
    285,416
    
    
    
    287,095Less accumulated depreciation
    
    
    (191,257
    )
    
    
    (189,626
    )Net property, plant and equipment
    
    
    94,159
    
    
    
    97,469Excess of cost over net assets acquired
    
    
    66,548
    
    
    
    66,548Other assets
    
    
    21,315
    
    
    
    18,405Total assets
    
    $
    250,817
    
    
    
    258,898
  3




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##### Table of Contents



ACG HOLDINGS, INC.
Condensed Consolidated Balance Sheets
 June 30, 2005
    
    
    March 31, 2005Liabilities and Stockholders Deficit
    
    (Unaudited)Current liabilities:Current installments of capitalized leases
    
    $
    3,542
    
    
    
    3,631Obligations under capital leases held for sale
    
    
    
    
    
    
    1,036Trade accounts payable
    
    
    27,457
    
    
    
    40,365Accrued expenses
    
    
    36,012
    
    
    
    42,104Income tax payable
    
    
    39
    
    
    
    Total current liabilities
    
    
    67,050
    
    
    
    87,136Long-term debt and capitalized leases,
excluding current installments
    
    
    323,381
    
    
    
    305,284Deferred income taxes
    
    
    8,013
    
    
    
    8,148Other liabilities
    
    
    67,932
    
    
    
    71,070Total liabilities
    
    
    466,376
    
    
    
    471,638Commitments and contingencies (note 8)Stockholders deficit:Common stock, voting, $.01 par value, 5,852,223
shares authorized, 160,067 shares issued and
outstanding at June 30, 2005 and
March 31, 2005
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    2,015
    
    
    
    2,203Accumulated deficit
    
    
    (197,573
    )
    
    
    (195,183
    )Other accumulated comprehensive loss, net of tax
    
    
    (20,003
    )
    
    
    (19,762
    )Total stockholders deficit
    
    
    (215,559
    )
    
    
    (212,740
    )Total liabilities and stockholders deficit
    
    $
    250,817
    
    
    
    258,898
  4




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##### Table of Contents



ACG HOLDINGS, INC.
 
 Condensed Consolidated Statements of Operations
 
 Three Months EndedJune 30,2005
    
    
    2004Sales
    
    $
    108,270
    
    
    
    110,850Cost of sales
    
    
    95,620
    
    
    
    97,987Gross profit
    
    
    12,650
    
    
    
    12,863Selling, general and administrative expenses
    
    
    5,686
    
    
    
    6,570Operating income
    
    
    6,964
    
    
    
    6,293Other expense (income):Interest expense
    
    
    9,077
    
    
    
    8,338Interest income
    
    
    (53
    )
    
    
    Other, net
    
    
    191
    
    
    
    (137
    )Total other expense
    
    
    9,215
    
    
    
    8,201Loss before income taxes
    
    
    (2,251
    )
    
    
    (1,908
    )Income tax expense (benefit):Current
    
    
    147
    
    
    
    243Deferred
    
    
    (8
    )
    
    
    37Total income tax expense
    
    
    139
    
    
    
    280Net loss
    
    $
    (2,390
    )
    
    
    (2,188
    )
  5




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##### Table of Contents



ACG HOLDINGS, INC.
 
 Condensed Consolidated Statements of Cash Flows
 
 Three Months EndedJune 30,2005
    
    
    2004Cash flows provided (used) by operating activities:Net loss
    
    $
    (2,390
    )
    
    
    (2,188
    )Adjustments to reconcile net loss to net cash used
by operating activities:Depreciation
    
    
    4,905
    
    
    
    5,745Amortization of other assets
    
    
    73
    
    
    
    120Amortization of deferred financing costs
    
    
    730
    
    
    
    597Deferred income tax expense (benefit)
    
    
    (8
    )
    
    
    37Increase in working capital and other
    
    
    (22,027
    )
    
    
    (10,249
    )Net cash used by operating activities
    
    
    (18,717
    )
    
    
    (5,938
    )Cash flows provided (used) by investing activities:Purchases of property, plant and equipment
    
    
    (1,941
    )
    
    
    (1,241
    )Proceeds from sales of property, plant and equipment (note 3)
    
    
    6,907
    
    
    
    80Other
    
    
    72
    
    
    
    (89
    )Net cash provided (used) by investing activities
    
    
    5,038
    
    
    
    (1,250
    )Cash flows provided (used) by financing activities:Proceeds from 2005 term loan facility (note 4)
    
    
    35,000
    
    
    
    Net increase (decrease) in revolver borrowings
    
    
    (16,000
    )
    
    
    8,331Repayment and buyout of capital lease obligations
    
    
    (2,028
    )
    
    
    (1,011
    )Payment of deferred financing costs
    
    
    (3,308
    )
    
    
    (157
    )Net cash provided by financing activities
    
    
    13,664
    
    
    
    7,163Effect of exchange rates on cash
    
    
    15
    
    
    
    25Net 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 31,2005
    
    
    2005Paper
    
    $
    9,671
    
    
    
    8,503Ink
    
    
    170
    
    
    
    171Supplies and other
    
    
    1,701
    
    
    
    1,773Total inventories
    
    $
    11,542
    
    
    
    10,447
 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
  
    
    $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
    
    $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 limitations on dividends, distributions or transfers to the Company or Holdings
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 30,2005
    
    
    2004Net loss
    
    $
    (2,390
    )
    
    
    (2,188
    )Foreign currency translation adjustment,
net of tax
    
    
    (241
    )
    
    
    (414
    )Total comprehensive loss
    
    $
    (2,631
    )
    
    
    (2,602
    )
 6. Income Taxes
   9




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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 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost
    
    $
    131
    
    
    
    121
    
    
    
    13
    
    
    
    13Interest cost
    
    
    1,226
    
    
    
    1,101
    
    
    
    63
    
    
    
    74Expected return on plan assets
    
    
    (1,198
    )
    
    
    (905
    )
    
    
    
    
    
    
    Amortization of prior service
cost
    
    
    
    
    
    
    
    
    
    
    (55
    )
    
    
    (56
    )Amortization of unrecognized
loss
    
    
    574
    
    
    
    530
    
    
    
    
    
    
    
    Recognized net actuarial gain
    
    
    
    
    
    
    
    
    
    
    (8
    )
    
    
    (19
    )Net periodic benefit cost
    
    $
    733
    
    
    
    847
    
    
    
    13
    
    
    
    12
   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
   11




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
  03/31/05
    
    
    
    
    
    
    06/30/05Restructuring
    
    
    
    
    
    
    RestructuringReserve Balance
    
    
    Activity
    
    
    Reserve BalanceSeverance and other
employee costs
    
    $
    195
    
    
    
    (125
    )
    
    
    70Lease termination costs
    
    
    1,271
    
    
    
    (109
    )
    
    
    1,162Other costs
    
    
    15
    
    
    
    
    
    
    
    15$
    1,481
    
    
    
    (234
    )
    
    
    1,247
  Pittsburg Facility Closure Plan
    03/31/05
    
    
    
    
    
    
    06/30/05Restructuring
    
    
    
    
    
    
    RestructuringReserve Balance
    
    
    Activity
    
    
    Reserve BalanceSeverance and other
employee costs
    
    $
    1,329
    
    
    
    (284
    )
    
    
    1,045Lease termination costs
    
    
    774
    
    
    
    (24
    )
    
    
    750Other costs
    
    
    37
    
    
    
    (4
    )
    
    
    33$
    2,140
    
    
    
    (312
    )
    
    
    1,828
  Plant and SG&A Reduction Plan
  12




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ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
    03/31/05
    
    
    
    
    
    
    06/30/05Restructuring
    
    
    
    
    
    
    RestructuringReserve Balance
    
    
    Activity
    
    
    Reserve BalanceSeverance and other employee costs
    
    $
    3,208
    
    
    
    (684
    )
    
    
    2,524Other costs
    
    
    249
    
    
    
    (16
    )
    
    
    233$
    3,457
    
    
    
    (700
    )
    
    
    2,757
  Fiscal Year 2004 Restructuring Costs
 January 2004 Plan
   13




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ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
  03/31/05
    
    
    
    
    
    
    06/30/05Restructuring
    
    
    
    
    
    
    RestructuringReserve Balance
    
    
    Activity
    
    
    Reserve BalanceSeverance and other employee costs
    
    $
    813
    
    
    
    (183
    )
    
    
    630Other costs
    
    
    77
    
    
    
    
    
    
    
    77$
    890
    
    
    
    (183
    )
    
    
    707
  July 2003 Plan
    03/31/05
    
    
    
    
    
    06/30/05Restructuring
    
    
    
    
    
    RestructuringReserve Balance
    
    Activity
    
    Reserve BalanceSeverance and other employee costs
    
    $
    430
    
    
    
    (73
    )
    
    
    357
  Fiscal Year 2002 Restructuring Costs
  14




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ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
    03/31/05
    
    
    
    
    
    06/30/05Restructuring
    
    
    
    
    
    RestructuringReserve
    
    
    
    
    
    ReserveBalance
    
    Activity
    
    BalanceLease termination costs
    
    $
    1,524
    
    
    
    (119
    )
    
    
    1,405
  10. Industry Segment Information
   15




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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
    
    
    
    
    
    
    
    1,941Three Months Ended June 30, 2004Sales
    
    $
    97,201
    
    
    
    13,649
    
    
    
    
    
    
    
    110,850EBITDA
    
    $
    9,943
    
    
    
    3,093
    
    
    
    (741
    )
    
    
    12,295Depreciation and amortization
    
    
    (5,081
    )
    
    
    (784
    )
    
    
    
    
    
    
    (5,865
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    (8,338
    )
    
    
    (8,338
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    (280
    )
    
    
    (280
    )Net income (loss)
    
    $
    4,862
    
    
    
    2,309
    
    
    
    (9,359
    )
    
    
    (2,188
    )Total assets
    
    $
    235,881
    
    
    
    15,114
    
    
    
    14,601
    
    
    
    265,596Total goodwill
    
    $
    64,656
    
    
    
    1,892
    
    
    
    
    
    
    
    66,548Total capital expenditures
    
    $
    940
    
    
    
    301
    
    
    
    
    
    
    
    1,241
 16




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##### Table of Contents



ACG HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
 11. Impact of Recently Issued Accounting Standards
   17




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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.
   18




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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 30,2005
    
    
    2004Sales:Print
    
    $
    94,542
    
    
    
    97,201Premedia Services
    
    
    13,728
    
    
    
    13,649Total
    
    $
    108,270
    
    
    
    110,850Gross Profit:Print
    
    $
    8,967
    
    
    
    9,116Premedia Services
    
    
    3,684
    
    
    
    3,748Other
    
    
    (1
    )
    
    
    (1
    )Total
    
    $
    12,650
    
    
    
    12,863Gross Margin:Print
    
    
    9.5
    %
    
    
    9.4
    %Premedia Services
    
    
    26.8
    %
    
    
    27.5
    %Total
    
    
    11.7
    %
    
    
    11.6
    %EBITDA:Print
    
    $
    9,441
    
    
    
    9,943Premedia Services
    
    
    2,942
    
    
    
    3,093Other (a)
    
    
    (632
    )
    
    
    (741
    )Total
    
    $
    11,751
    
    
    
    12,295EBITDA Margin:Print
    
    
    10.0
    %
    
    
    10.2
    %Premedia Services
    
    
    21.4
    %
    
    
    22.7
    %Total
    
    
    10.9
    %
    
    
    11.1
    %
 
   19




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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, 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
    )Three Months Ended June 30, 2004EBITDA
    
    $
    9,943
    
    
    
    3,093
    
    
    
    (741
    )
    
    
    12,295Depreciation and amortization
    
    
    (5,081
    )
    
    
    (784
    )
    
    
    
    
    
    
    (5,865
    )Interest expense, net
    
    
    
    
    
    
    
    
    
    
    (8,338
    )
    
    
    (8,338
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    (280
    )
    
    
    (280
    )Net income (loss)
    
    $
    4,862
    
    
    
    2,309
    
    
    
    (9,359
    )
    
    
    (2,188
    )
 Print
 Sales.
 Gross Profit
 Selling, 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
 Other Expense (Income).
 EBITDA.
 Premedia Services
 Sales.
 Gross Profit.
 Selling, General and Administrative Expenses.
 Other Expense (Income).
 EBITDA.
 Other Operations
  Interest Expense
  Income Taxes
  21




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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
  
    
    $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
    
    $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 limitations on dividends, distributions or transfers to us or Holdings from our subsidiaries;
    
    create or permit to exist certain liens, and
    
    pledge assets or engage in sale-leaseback transactions.
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##### Table of Contents



ACG HOLDINGS, INC.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    $18.7 million of operating activities (see our condensed consolidated statements of cash
flows appearing elsewhere in this Report),
    
    $1.9 million in cash capital expenditures; and
    
    $5.3 million to service other indebtedness (including repayment of capital lease
obligations of $1.0 million, buyout of capital lease obligations associated with assets
sold from the Pittsburg facility of $1.0 million and the payment of deferred financing fees
of $3.3 million).
     Value Added Revenue and Print Impressions for the Print Segment
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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 30,2005
    
    
    2004Print segment VAR (in thousands)
    
    $
    45,428
    
    
    
    48,621Print segment impressions (in millions)
    
    
    2,688
    
    
    
    2,861
  Three Months EndedJune 30,2005
    
    
    2004(In thousands)Print segment sales
    
    $
    94,542
    
    
    
    97,201Paper, ink and subcontract services
    
    
    (49,114
    )
    
    
    (48,580
    )Print segment VAR
    
    $
    45,428
    
    
    
    48,621
 New Accounting Pronouncements
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ACG HOLDINGS, INC.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
 Contractual Obligations
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##### Table of Contents



ACG HOLDINGS, INC.
PART I  FINANCIAL INFORMATION
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Qualitative Information .
   Quantitative Information.
  
 Item 4. Controls and Procedures.
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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 9, 2005
    
    
    
    By /s/ Stephen M. DyottStephen M. Dyott
Chairman, President and Chief Executive Officer
(Authorized Officer)Date:
    
    August 9, 2005
    
    
    
    By /s/ Patrick W. KellickPatrick W. Kellick
Senior Vice President/Chief Financial Officer
and Assistant Secretary
(Authorized Officer and
Principal Financial Officer)
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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
 29