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American Color Graphics Announces Launch of Solicitation of Votes for Prepackaged Reorganization Plan.


Holders of Substantial Percentages of the American Color 10% Notes Have Already Agreed to the Terms of the Plan

BRENTWOOD, Tenn. -- American Color Graphics The ability to display graphic images in colors.  announced today that it has commenced a solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of votes for its prepackaged pre·pack·age  
tr.v. pre·pack·aged, pre·pack·ag·ing, pre·pack·ag·es
To wrap or package (a product) before marketing.

Adj. 1.
 plan of reorganization (the "Plan") from its 10% Note holders.

"We are pleased with the progress both American Color and Vertis Communications are making toward our announced merger plans and by the support our noteholders have already shown for this transaction. Combining the services, talent, and expertise of the two companies will offer new opportunities for our customers, employees and suppliers," said Steve Dyott, chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of American Color. "We look forward to the flexibility and strength we expect from the combination of the two companies' service offerings and resources."

Steve Dyott also emphasized that it will be "business as usual" during the solicitation process, that American Color's Plan calls for suppliers and employees to continue to receive amounts owed to them in the ordinary course of business, and that American Color's commitment to providing its customers superior products and uncompromising service will continue through all phases of the process.

On May 22, 2008, and as updated on May 30, 2008, American Color announced it had the support of its 10% Note holders to merge with Vertis Communications and complete its comprehensive restructuring Plan. Since then, American Color has received additional support. At this time, American Color has agreements with the holders of approximately 74% of the outstanding principal amount of its 10% Senior Second Secured Notes due 2010 (the "10% Notes") to vote to accept the Plan, subject to certain conditions. Vertis has agreements with approximately 79% of the outstanding principal amount of its 9.75% Senior Secured Second Lien A Second lien financing is a form of financing secured on a second ranking basis by (more or less) the same security, which secures the first ranking financing. The first lien lenders and the second lien lenders agree that, in the event of a security enforcement or bankruptcy, the  Notes due 2009, 84% of the outstanding principal amount of its 10.875% Senior Notes due 2009, and 79% of the outstanding principal amount of its 13.5% Senior Subordinated Notes due 2009 to support its reorganization plan A scheme authorized by federal law and promulgated by the president whereby he or she alters the structure of federal agencies to promote government efficiency and economy through a transfer, consolidation, coordination, authorization, or abolition of functions. . Under the plans, holders of 10% Notes and Vertis notes will be exchanging their notes for an aggregate of $550 million in new Vertis notes and substantially all the new equity in the combined company.

The transaction is also supported by Vertis' principal stockholders and the holders of over 95% of the outstanding principal amount of Vertis Holdings' Mezzanine mez·za·nine  
n.
1. A partial story between two main stories of a building.

2. The lowest balcony in a theater or the first few rows of that balcony.
 Notes. The consensual CONSENSUAL, civil law. This word is applied to designate one species of contract known in the civil laws; these contracts derive their name from the consent of the parties which is required in their formation, as they cannot exist without such consent.
     2.
 financial restructurings will reduce the combined companies' debt obligations (including off-balance sheet accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying  facilities and approximately $248 million of Vertis Holdings Mezzanine Notes) by approximately $1 billion before transaction fees and expenses. American Color and Vertis intend to commence their prepackaged Chapter 11 cases at the conclusion of the solicitation period to implement the restructuring. The restructuring transactions, including the merger, are expected to close this summer.

Votes on the Plan must be received by Financial Balloting Group LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 ("FBG FBG Fiber Bragg Gratings
FBG Fasting Blood Glucose
FBG Functional Brain-Gut Research Group
FBG Florida Brewer's Guild
FBG Fluidized Bed Generator
FBG Flavor Blasted Goldfish (gaming)
FBG Forum Battle Group
"), Vertis' voting agent, before the applicable deadline. Solicitation materials are being provided to noteholders of record. 10% Note holders seeking additional information about the balloting process may contact FBG at 646.282.1800.

This press release is for informational purposes only and is not a solicitation to accept or reject the proposed prepackaged plans of reorganization referred to herein or an offer to sell or a solicitation of an offer to buy any securities of either company. Any solicitation or offer to sell will be made pursuant to and in accordance with the solicitation and disclosure statement distributed to holders of American Color's 10% Notes and other creditors and applicable law.

About American Color Graphics

American Color Graphics is one of North America's largest and most experienced full-service premedia and print companies, with eight print locations across the continent, a TMC TMC Technology Marketing Corporation (Norwalk, Connecticut)
TMC Texas Medical Center (Houston, TX)
TMC Traffic Message Channel
TMC The Movie Channel
TMC Traffic Management Center
 facility, six regional premedia centers, photography studios nationwide and a growing roster of customer managed service sites. Expert in a full range of products such as retail, newspapers, direct mail, catalog, publication, packaging, book, comic, and commercial products, American Color has been an innovative industry leader for over 80 years. The company provides solutions and services such as asset management, photography, and digital workflow In print publishing, using the computer to lay out text and illustrations prior to creating film negatives for every page or going directly to plate. Prior to digital workflow, the typesetting and pre-press stages were far more time consuming and labor-intensive.  solutions that improve the effectiveness of advertising and drive revenues for their customers. For more information, visit www.americancolor.com.

About Vertis Communications

Vertis Communications is a premier provider of print advertising and direct marketing solutions to America's leading retail and consumer services Consumer Services refers to the formulation, deformulation, technical consulting and testing of most consumer products, such as food, herbs, beverages, vitamins, pharmaceuticals, cosmetics, hair products, household cleaners, [paints, plastics, metals, waxes, coatings, minerals,  companies. Vertis delivers marketing programs that create strategic value for clients by using proprietary customer research, database targeting technologies, premedia and media services, combined with its world-class printing expertise. Headquartered in Baltimore with over 100 locations in the U.S., Vertis Communications has been recognized as one of Fortune magazine's "Most Admired Companies" in advertising and marketing. For more information, visit www.vertisinc.com.

This press release may contain forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
. The words "believes," "anticipates," "expects," "estimates," "plans," "intends," and similar expressions are intended to identify forward-looking statements. All forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from projected results. Factors that may cause these differences include fluctuations in the cost of raw materials we use, changes in the advertising, marketing and information services See Information Systems.  markets, the financial condition of our customers, actions by our competitors, changes in the legal or regulatory environment, general economic and business conditions in the U.S. and other countries, and changes in interest and foreign currency exchange rates.

Completion of the merger is subject to the satisfaction of customary closing conditions and the receipt of necessary approvals. The merger is subject to the restructuring and recapitalization Recapitalization

Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable.

Notes:
Companies often want to diversify their debt-to-equity ratio to improve liquidity.
 the parties' outstanding indebtedness pursuant to the consummation of the Chapter 11 plans referred to above. Certain additional factors could affect the outcome of the matters described in this press release. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies.  that may be instituted against the company and others following announcement of the merger agreement; (3) the failure to satisfy other conditions to completion of the merger; (4) failure to obtain the financing necessary to consummate the merger and the failure to consummate the refinancing Refinancing

An extension and/or increase in amount of existing debt.
 of certain outstanding indebtedness of the companies; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger, including any synergies that may result from the merger; and (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond the company's ability to control or predict.

Consequently, you should consider any such forward-looking statements only as our current plans, estimates, and beliefs. Even if those plans, estimates, or beliefs change because of future events or circumstances, we decline any obligation to publicly update or revise any such forward-looking statements.
COPYRIGHT 2008 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2008 Gale, Cengage Learning. All rights reserved.

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Publication:Business Wire
Date:Jun 11, 2008
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