8-K

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): May 15, 2008

American Achievement Group Holding Corp.

AAC Group Holding Corp.

American Achievement Corporation

(Exact name of registrants as specified in their charters)

(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)
Delaware	333-137067	20-4833998
Delaware	333-121479	20-1854833
Delaware	333-84294	13-4126506

 ____________________________________

7211 Circle S Road

Austin, Texas 78745

 (Address of Principal Executive Offices, Zip Code)

Registrants’ telephone number, including area code (512) 444-0571

 ____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under 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))

TABLE OF CONTENTS

Item 1.01.  Entry into a Material Definitive Agreement

Item 8.01.  Other Events

Item 9.01.  Financial Statements and Exhibits

SIGNATURES

Item 1.01.  Entry into a Material Definitive Agreement

Stock Purchase Agreement - Pursuant to a Stock Purchase Agreement dated May 15, 2008 among Herff Jones Inc. (the “Buyer),American Achievement Group Holding Corp. (the “Company”) and the holders of all of the Company’s equity securities (the “Equity Holders”), the Equity Holders have agreed to sell all of the equity in the Company, the parent company of American Achievement Corporation, to the Buyer (the “Transaction”).  The Transaction is subject to regulatory approvals and customary closing conditions.  Among other provisions, the Stock Purchase Agreement includes representations and warranties of the parties and restrictions on actions by the Company.  The press release announcing the Transaction is attached as an exhibit to this report.

Item 8.01.  Other Events

In connection with the Transaction, the Company has entered into arrangements with holders of a majority (the “Majority Holders”) in principal amount of the Company’s 12.75% Senior PIK Notes due 2012 (the “Notes”) to launch a consent solicitation to provide all holders of the Notes with the opportunity to consent to the following amendments to the indenture governing the Notes: (i) an amendment requiring the Company, upon consummation of the Transaction, to redeem at a price of 101% the Notes held by any holder that timely consents to the proposed amendments and (ii) an amendment, effective promptly following the completion of the consent solicitation, to remove substantially all of the restrictive and reporting covenants under the indenture for the Notes.  The covenant removal would remain effective for non-consenting Notes even if the Transaction has not closed.  The Majority Holders have already consented to these proposed amendments, providing sufficient consents to approve such amendments.

Item 9.01.  Financial Statements and Exhibits

(d)           Exhibits

99.1                      Press release dated as of May 16, 2008

SIGNATURES

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

                                                                                        0; 

Date: May 16, 2008	By:	/s/ DONALD PERCENTI
		Donald Percenti Chief Executive Officer

EX-99.1

EXHIBIT 99.1

HERFF JONES TO ACQUIRE AMERICAN ACHIEVEMENT CORPORATION

INDIANAPOLIS, IN, and AUSTIN, TX – May 16, 2008 – Herff Jones, a manufacturer and publisher of educational products, recognition awards and graduation-related items sold to schools throughout North America, today announced that it has signed a definitive agreement to acquire American Achievement Group Holding Corp. (“AAGH”), the parent company of American Achievement Corporation (“AAC”), from Fenway Partners (“Fenway”), a leading middle market private equity firm.

AAC is a manufacturer and supplier of products and services that recognize and inspire personal achievement and celebrate special moments in life.  AAC is recognized as a premier distributor of commemorative jewelry and recognition products such as class rings, yearbooks, letter jackets and other jewelry, including military and family products. AAC’s products and brands, such as Balfour, Taylor, ArtCarved, and Keepsake, are available through a variety of distribution methods, including direct sales to students in high schools and colleges, national jewelry retailers, independent jewelry stores and mass merchandisers.

“AAC is a highly successful company with some of the best products in the industry,” said Joe Slaughter, President of Herff Jones. “The combination of AAC with Herff Jones will bring together two companies, both with decades of history and cultures of excellence, to create a world-class competitor that will offer superior products and services to customers throughout North America.”

Don Percenti, President and Chief Executive Officer of AAC, continued, “I look forward to the future and bringing these two great companies together. With our highly complementary product lines and geographic footprints, the combined company will be better positioned to compete for sales opportunities and capture operating efficiencies while better serving customers.”

The transaction is subject to regulatory approvals and customary closing conditions.

Barnes & Thornburg and Howrey LLP acted as legal counsel to Herff Jones and The Blackstone Group acted as financial advisor. Ropes & Gray LLP acted as legal advisors to AAC and Fenway and Lane, Berry & Co. International and Goldman, Sachs & Co. acted as financial advisors to AAC and Fenway.

About Herff Jones

The Herff Jones tradition is about rewarding academic and athletic excellence with world class symbols of achievements. Since 1920, Herff Jones has been providing commencement regalia, announcements, rings, frames, and other recognition products honoring the milestones and memorable moments in life. Offering a diverse product range, Herff Jones’ employee owners share a common goal: to honor tradition and reward achievement. For more information, visit http://www.herffjones.com.

About American Achievement

American Achievement Corporation (AAC) is a provider of products that forever mark the special moments of people’s lives. As the parent company of brands such as ArtCarved®. Balfour®, Keepsake®, and Taylor Publishing, AAC’s legacy is based upon the delivery of exceptional, innovative products, including class rings, yearbooks, graduation products, achievement publications and affinity jewelry through in-school and retail distribution. For more information, visit www.AmericanAchievementCorp.com.

About Fenway Partners

Fenway Partners, LLC is a middle market private equity firm with offices in New York and Los Angeles and approximately $2.0 billion under management.  For further information about Fenway Partners, please visit www.fenwaypartners.com.

Media Contact:

Anna Cordasco/Brooke Morganstein/Jonathan Doorley

Sard Verbinnen & Co

212/687-8080

Statements in this press release regarding the expected closing of the transaction are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statement is subject to various risks and uncertainties that could cause the transaction not to be consummated. Neither AAGH, AAC, Fenway or Herff Jones or any of their affiliates or representatives undertakes any obligation to revise or publicly update these forward-looking statements, whether as a result of new information or otherwise.

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