-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BH3G/b4v1rCPG/bRN/XQUfxCRaBpKxJWohzcf4n8lVHWrPf2GPBmysCZdQidVRVb YDF+iV1OefhLgrrOnMVhgQ== 0000909518-04-000767.txt : 20040913 0000909518-04-000767.hdr.sgml : 20040913 20040913104842 ACCESSION NUMBER: 0000909518-04-000767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040910 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040913 DATE AS OF CHANGE: 20040913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AKI INC CENTRAL INDEX KEY: 0001067549 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133785856 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-60989 FILM NUMBER: 041026784 BUSINESS ADDRESS: STREET 1: 1815 EAST MAIN STREET CITY: CHATTANOOGA STATE: TN ZIP: 37404 BUSINESS PHONE: 4236243301 MAIL ADDRESS: STREET 1: 1815 EAST MAIN STREET CITY: CHATTANOOGA STATE: TN ZIP: 37404 8-K 1 aki9-13_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) September 10, 2004 ------------------------- AKI, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-60989 13-3785856 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 1815 EAST MAIN STREET CHATTANOOGA, TN 37404 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (423) 624-3301 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. OTHER EVENTS. On September 10, 2004, AKI, Inc. ("AKI") issued a press release announcing the extension of a tender offer and consent solicitation launched by AKI on August 19, 2004. The press release is filed herewith as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable (b) Not applicable (c) Exhibits 99.1 Press Release dated September 10, 2004. 2 SIGNATURES 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. Date: September 10, 2004 AKI, INC. By: /s/ Kenneth A. Budde ---------------------------------------- Name: Kenneth A. Budde Title: Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) 3 EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Press Release dated September 10, 2004. 4 EX-99 2 jd9-13ex_99.txt 99.1 Exhibit 99.1 AKI, INC. ANNOUNCES THE EXTENSION OF TENDER OFFER FOR SENIOR NOTES New York, New York, September 10, 2004 - AKI, Inc. (the "Company") announced today that it has extended the expiration date for the tender offer for its 10 1/2% Senior Notes Due 2008 (the "Notes") to 5:00 p.m., New York City time, on October 4, 2004 and that it will also pay the consent payment to all holders of the Notes who validly tender their Notes prior to 5:00 p.m., New York City time, on October 4, 2004. As of 5:00 p.m., New York City time, on September 9, 2004, the Company had received tenders and consents for approximately 83.5% of the principal amount outstanding of the Notes. The percentage of consents received exceeds the requisite consents needed to amend the indenture applicable to the Notes. The Notes were tendered pursuant to an Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") dated August 19, 2004, which more fully sets forth the terms and conditions of the cash tender offer to purchase any and all of the $103,510,000 outstanding principal amount of the Notes and the consent solicitation to eliminate substantially all of the restrictive and reporting covenants, certain events of default and certain other provisions contained in the indenture governing the Notes (the "Tender Offer and Consent Solicitation"). The obligation of the Company to accept for purchase and to pay the purchase price and consent payment for the Notes in the Tender Offer and Consent Solicitation is conditioned on, among other things, the satisfaction or waiver of the conditions to the closing of the transactions previously announced involving affiliates of Kohlberg Kravis Roberts & Co. and DLJ Merchant Banking Partners, including the merger of AHC I Acquisition Corp., the Company's parent, with AHC Merger, Inc., a wholly-owned subsidiary of Fusion Acquisition LLC, and the contribution of AHC I Acquisition to Jostens Holding Corp. and the receipt of tenders and consents from the holders of at least a majority of the aggregate principal amount of the Notes and outstanding notes of Jostens, Inc., Von Hoffmann Holdings Inc. and Von Hoffmann Corporation, and the execution of a supplemental indenture to each of the indentures governing such notes. As of 5:00 p.m., New York City time, on September 9, 2004, each of Von Hoffmann Holdings, Von Hoffmann Corp. and Jostens, Inc. had received tenders and consents for at least a majority of the aggregate principal amount of their respective notes. Credit Suisse First Boston LLC is acting as dealer manager and solicitation agent for the Tender Offer and Consent Solicitation. The information agent is MacKenzie Partners, Inc. and the Depositary is The Bank of New York. Questions regarding the Tender Offer and Consent Solicitation may be directed to Credit Suisse First Boston LLC by telephone at (800) 820-1653 (toll free) and (212) 538-0652 (call collect). Requests for copies of the Offers to Purchase and related documents may be directed to MacKenzie Partners, Inc., by telephone at (800) 322-2885 (toll free) and (212) 929-5500 (call collect) or by email at proxy@mackenziepartners.com. AKI is a leading global marketer and manufacturer of multi-sensory marketing, interactive advertising and sampling systems in the fine fragrance, cosmetics and personal care industries, as well as other consumer products industries, including the household products and food and beverage industries. # # # This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The tender offers and consent solicitations are being made solely by the Offer to Purchase and Consent Solicitation Statements dated August 19, 2004. The information contained in this news release, other than historical information, consists of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. 2 -----END PRIVACY-ENHANCED MESSAGE-----