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): ~~April 8~~June 1, 2005 (~~April 4~~June 1, 2005)

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))

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ITEM 12.0102. ~~ENTRY~~RESULTS ~~INTO~~OF AOPERATIONS ~~MATERIAL~~AND ~~DEFINITIVE~~FINANCIAL ~~AGREEMENT.~~CONDITION SIGNATURE EXHIBIT INDEX Ex-99.1 Press Release

ITEM 12.0102. ~~ENTRY~~RESULTS ~~INTO~~OF AOPERATIONS ~~MATERIAL~~AND ~~DEFINITIVE~~FINANCIAL ~~AGREEMENT.~~CONDITION

OnThe ~~April 4,~~Company ~~2005,~~is ~~American~~furnishing ~~Color~~this ~~Graphics,~~Current ~~Inc.~~Report ~~(the~~on ~~“Company”)~~Form ~~entered~~8-K ~~into~~to anfurnish ~~Asset~~to ~~Purchase Agreement (~~the ~~“Purchase~~Securities ~~Agreement”)~~and ~~with~~Exchange Commission ~~Quebecor~~a ~~World~~press ~~(USA) Inc.~~release ~~(“Quebecor”). Pursuant to~~ the ~~terms~~ ~~and~~Company ~~conditions~~will ofissue ~~the~~on ~~Purchase~~June 1, ~~Agreement~~2005, ~~the~~which ~~Company~~press ~~has~~release ~~agreed~~may be deemed to ~~sell~~disclose toinformation ~~Quebecor~~regarding the ~~fixed~~ ~~assets~~Company’s ~~and~~results ~~certain~~of ~~other~~operations ~~assets~~for in the ~~Pittsburg,~~Company’s fourth ~~California~~fiscal ~~print~~quarter ~~facility~~and ~~for~~the antwelve ~~aggregate purchase~~months ~~price~~ended ~~of approximately $8~~March ~~million~~31, 2005. ~~The~~A ~~closing~~copy of the ~~transaction~~press ~~is conditioned upon the~~release ~~receipt~~being offurnished ~~customary consents and approvals. There~~ is noattached ~~material~~hereto ~~relationship~~as ~~between the Company and Quebecor other than in respect of the Purchase Agreement~~Exhibit 99.1.

2 The following exhibit is filed herewith:


Exhibit Number		Description
99.1		Press Release, dated June 1, 2005, issued by ACG Holdings, Inc. and American Color Graphics, Inc.

~~SIGNATURE~~2

PursuantTable 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. Contents

~~ACG HOLDINGS, INC. AMERICAN COLOR GRAPHICS, INC. By: /s/ Patrick W. Kellick Patrick W. Kellick SENIOR VICE PRESIDENT CHIEF FINANCIAL OFFICER~~SIGNATURE

~~Dated:~~Pursuant ~~April 8~~to the requirements of the Securities Exchange Act of 1934, ~~2005~~the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

3 ACG HOLDINGS, INC. AMERICAN COLOR GRAPHICS, INC. By: /s/ Patrick W. Kellick Patrick W. Kellick SENIOR VICE PRESIDENT CHIEF FINANCIAL OFFICER

Dated: June 1, 2005

EXHIBIT INDEX


Exhibit
Number		Description
99.1		Press Release, dated June 1, 2005, issued by ACG Holdings, Inc. and American Color Graphics, Inc.

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PursuantTable 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. Contents

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Filing Compare · AMERICAN COLOR GRAPHICS INC