IMPAC GROUP INC /DE/
8-K/A, 1998-12-14
PAPERBOARD CONTAINERS & BOXES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                   FORM 8-K/A

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        Date of Report: December 14, 1998


                                IMPAC GROUP, INC.
             (Exact name of registrant as specified in its charter)


         DELAWARE                    333-48821                    23-2923682
(State or Other Jurisdiction   (Commission File Number)        (I.R.S. Employer
       of Incorporation)                                    Identification No.)



                             1950 NORTH RUBY STREET
                          MELROSE PARK, ILLINOIS 60160
                     Address of principal executive offices


       Registrant's telephone number, including area code: (708) 344-9100



<PAGE>


         This Current  Report on Form 8-K/A amends and  supplements  the Current
Report on Form 8-K filed by IMPAC Group,  Inc.  (the  "Company")  on October 27,
1998 (the "Initial Form 8-K") to incorporate by reference  financial  statements
and pro forma financial information pursuant to Item 7 of Form 8-K.

ITEM 2.      ACQUISITION OR DISPOSITION OF ASSETS

         On September 11, 1998,  IMPAC Group,  Inc. (the "Company")  consummated
the  acquisition  of a majority of the  outstanding  capital stock (the "Tinsley
Acquisition")   of  Tinsley  Robor  plc,  a  United   Kingdom   public   limited
company("Tinsley").  Additional  information  regarding the Tinsley Acquisition,
including  historical  financial  statements for Tinsley and pro forma financial
statements giving effect to the Tinsley  Acquisition,  is incorporated herein by
reference  to the  Company's  Registration  Statement  on  Form  S-4  (file  no.
333-48821) under the Securities Act of 1933.



ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)      Financial Statements of Business Acquired.

         Historical  financial statements for Tinsley are incorporated herein by
reference to the information included under the heading "Consolidated  Financial
Statements" in the Prospectus included in the Company's  Registration  Statement
on Form S-4 (file no. 333-48821) filed under the Securities Act of 1933.

         (b)      Pro Forma Financial Statements.

         Pro forma financial statements giving effect to the Tinsley Acquisition
are  incorporated  herein by reference  to the  information  included  under the
heading "Unaudited Pro Forma Combined Financial Data" in the Prospectus included
in the Company's  Registration  Statement on Form S-4 (file no. 333-48821) filed
under the Securities Act of 1933.

         (c)  Exhibits.  The  following  is filed as an exhibit to this  Current
Report.

         Exhibit 99.5 The information included under the headings "Unaudited Pro
Forma Combined  Financial Data" and "Consolidated  Financial  Statements" in the
Prospectus  included in the Company's  Registration  Statement on Form S-4 (file
no.  333-48821)  filed  under  the  Securities  Act  of  1933  (incorporated  by
reference).





<PAGE>


                                    SIGNATURE

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

                                                     IMPAC GROUP, INC.


Dated:  December 14, 1998                   By:  /s/  David C. Underwood
                                                 -------------------------
                                                 David C. Underwood
                                                 Chief Financial Officer




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