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): ~~December~~May 2917, ~~2004~~2005

Phoenix Color Corp.

(Exact name of registrant as specified in its charter)

Delaware

333-50995

22-2269911

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

540 Western Maryland Parkway, Hagerstown, Maryland 21740

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code:

(301) 733-0018

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:

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 18.01. ~~Entry~~– ~~into~~Other ~~a Material Definitive Agreement~~Events.

~~Sale~~In light of ~~Book~~market ~~Technology~~conditions ~~Park~~and ~~Division~~anticipated ~~Assets~~pricing, Phoenix Color Corp., a Delaware corporation (the “Company”), is no longer considering a refinancing of all or a portion of its outstanding debt under its 10-3/8% Senior Subordinated Notes and Senior Credit Facility. The Company is also revising the pro forma 2004 financial information and projections, which reflect the elimination of the Company’s BTP division, that were recently provided to RMoody’s Investors Services, Inc.R (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”). ~~Donnelley~~The net effect of the revisions may reduce the 2004 pro forma calculations as provided to Moody’s and S&P, ~~Sons~~but is not expected to materially impact the Company’s expected improvement in future operating results attributable to the elimination of the BTP division. The Company’s financial results, as reported in its Annual Report on Form 10-K for the year ended December 31, 2004 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, are unaffected.

OnForward ~~December~~Looking 29, 2004, Phoenix Color Corp. (the “Company”) completed the sale to R.R. Donnelley & Sons Company (“R.R. Donnelley”) of the binding line and press equipment related to the Company’s Book Technology Park one and two color, hard and softcover book division (the “BTP Division”). Pursuant to an Asset Purchase Agreement dated December 29, 2004, R. R. Donnelley acquired substantially all of the binding line and press equipment and other tangible personal property used in the BTP Division for an aggregate purchase price of $16,831,513.63, which equaled the buyout price for the equipment subject to various equipment leases terminated at the transaction’s closing. In connection with the transaction, the Company agreed not to engage in the BTP Division’s business of printing one or two color, soft or hard cover books in the United States for a period of five (5) years. The Company and R.R. Donnelley have reached an agreement through which the Company’s Book Component Division will produce components for a number of R.R. Donnelley book plants. Terms of this agreement have not been finalized. The Company has not reached any conclusions regarding the use or disposition of the real property and improvements owned by the Company and historically utilized by the BTP Division, the operations of which will be terminated.Statements

~~See~~Some ~~Press~~of ~~Release~~the statements in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements include our indications regarding our intent, beliefs or current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “estimates,” “anticipates,” “intends,” “will,” “should,” “could,” “expects,” “believes,” “continues” or “predicts.” These statements involve a variety of known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from intended or expected results. These factors include (i) the risk factors and other information presented in our Registration Statement filed with the Securities and Exchange Commission, File No. 333-50995, which became effective May 13, 1999, (ii) the ability of the Company to realize improvements in its operating results; and (iii) the risk that the revisions to the Company’s 2004 pro forma calculations do not affect the Company’s future results. You should not place undue reliance on these forward-looking statements, which speak only as ~~Exhibit~~of 99the date hereof.1 ~~hereto~~The ~~announcing~~Company undertakes no obligation to update or revise the ~~transaction~~information contained in this report, whether as a result of new information, future events or otherwise.

~~Item 2.01 Completion of Acquisition or Disposition of Assets.~~SIGNATURES

~~See~~Pursuant ~~“Item~~to ~~1.01.~~the ~~Entry~~requirements ~~into~~of athe ~~Material~~Securities ~~Definitive~~Exchange ~~Agreement”~~Act ~~for~~of a1934, ~~description~~as ofamended, the ~~disposition~~registrant has duly caused this report to ~~R.R.~~be ~~Donnelley~~signed ofon ~~assets~~its ~~relating~~behalf toby the ~~Company’s~~undersigned ~~BTP~~hereunto ~~Division~~duly authorized.

~~See~~Phoenix ~~Press~~Color ~~Release filed as Exhibit 99~~Corp.~~1 hereto announcing the transaction.~~

~~Item~~/s/ ~~2.05~~Louis ~~Costs~~LaSorsa ~~Associated~~Name: ~~with~~Louis ~~Exit~~LaSorsa orChairman ~~Disposal~~and ~~Activities.~~Chief Executive Officer

AsDate: ~~described~~May ~~in “Item 1.01. Entry into a Material Definitive Agreement”~~18, on December 29, 2004, the Company sold to R.R. Donnelley certain binding line and press equipment and other tangible personal property related to its BTP Division and will cease to engage in the business of printing one or two color, soft or hard cover books in the United States.2005

At the time of this filing, the Company is unable in good faith to make a determination of an estimate required by paragraphs (b), (c), or (d) of Item 2.05 of Form 8-K.

Item 9.01	Financial Statements and Exhibits.
		(b)	Pro Forma Financial Information.

The Company is unable in good faith to provide accurate pro forma financial information required by Item 9.01(b) of Form 8-K.

Exhibit 99.1 – Press Release of Phoenix Color Corp., dated January 4, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Phoenix Color Corp.

/s/ Louis LaSorsa Name: Louis LaSorsa Title: Chairman and Chief Executive Officer

Date: January 4, 2005

Filing Compare · PHOENIX COLOR CORP