-----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, LX/ELknQjBIywPTNCkweoZFlvqoHXoqR81/FwWdpeLWJVpGHVOaSizupsE1TR2YB 40QY7b4UrA7H8P98t9TPgg== 0001311835-08-000012.txt : 20080627 0001311835-08-000012.hdr.sgml : 20080627 20080627165108 ACCESSION NUMBER: 0001311835-08-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080627 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080627 DATE AS OF CHANGE: 20080627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ACHIEVEMENT CORP CENTRAL INDEX KEY: 0001168468 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 314126506 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-84294 FILM NUMBER: 08923205 MAIL ADDRESS: STREET 1: 7211 CIRCLES S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAC Group Holding Corp. CENTRAL INDEX KEY: 0001311835 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 201854833 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-121479 FILM NUMBER: 08923206 BUSINESS ADDRESS: STREET 1: C/O AMERICAN ACHIEVEMENT CORPORATION STREET 2: 7211 CIRCLE S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 BUSINESS PHONE: (512) 444-0571 MAIL ADDRESS: STREET 1: C/O AMERICAN ACHIEVEMENT CORPORATION STREET 2: 7211 CIRCLE S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Achievement Group Holding Corp. CENTRAL INDEX KEY: 0001373768 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-JEWELRY, WATCHES, PRECIOUS STONES & METALS [5094] IRS NUMBER: 204833998 STATE OF INCORPORATION: DE FISCAL YEAR END: 0826 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-137067 FILM NUMBER: 08923204 BUSINESS ADDRESS: STREET 1: 7211 CIRCLE S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 BUSINESS PHONE: 512-444-0571 MAIL ADDRESS: STREET 1: 7211 CIRCLE S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 8-K 1 form8k_062708.htm FORM 8-K CONSENT SOLICITATION AMENDMENT 06-27-08 form8k_062708.htm



 
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): June 27, 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 7.01. Regulation FD Disclosure

Item 9.01.  Financial Statements and Exhibits

SIGNATURES
 

 

 
 

 

Item 7.01.  Regulation FD Disclosure

On June 27, 2008, the registrants issued the press release filed herein as Exhibit 99.1

Item 9.01.  Financial Statements and Exhibits

(d)           Exhibits

99.1                      Press release dated as of June 27, 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.
 
 
 
 
 
AMERICAN ACHIEVEMENT GROUP HOLDING CORP.
AAC GROUP HOLDING CORP.
AMERICAN ACHIEVEMENT CORPORATION
 
 
 
 
     
Date: June 27, 2008
By:
/s/  DONALD PERCENTI    
    Donald Percenti  
   
Chief Executive Officer
 
       

EX-99.1 2 exhibit_99-1.htm PRESS RELEASE exhibit_99-1.htm
EXHIBIT 99.1


American Achievement Corporation and AAC Group Holding Corp.
Amend Consent Solicitations

AUSTIN, TX, JUNE 27, 2008 – American Achievement Corporation (“American Achievement”) and its immediate parent company, AAC Group Holding Corp. (“Holdings”, and together with American Achievement, the “Companies”), each announced today it is amending its previously announced consent solicitations (together the “Consent Solicitations”) with respect to proposed amendments to, in the case of American Achievement, the indenture, dated March 25, 2004, with respect to American Achievement's outstanding 8.25% Senior Subordinated Notes due 2012 (CUSIP No. 02369AAE8) (the “8.25% Notes”), and, in the case of Holdings, the indenture, dated November 16, 2004 with respect to Holdings’ outstanding 10.25% Senior Discount Notes due 2012 (CUSIP No. 000305AB8) (the “10.25% Notes” and together with the 8.25% Notes, the “Notes”), and each has distributed a supplement, dated as of the date hereof (each a “Supplement” and together, the “Supplements”), to its respective consent solicitation statement dated June 9, 2008.

Each Company has amended the terms of its respective Consent Solicitation as follows:

The expiration date has been extended to 5:00 P.M., New York City time, on July 15, 2008, unless further extended.

A new consent date of 5:00 P.M., New York City time, on July 3, 2008 has been established (as such date may be extended, the “New Consent Date”). All holders who validly deliver consents on or prior to the New Consent Date, including all holders who validly delivered consents prior to the date of the Supplements, shall be eligible to receive the consent fee equal to $5 for each $1,000 principal amount of 8.25% Notes held or $5 for each $1,000 of principal amount at maturity of 10.25% Notes held, as applicable.

The redemption amendment has been amended to increase the redemption price of the Notes. Pursuant to the applicable amended Consent Solicitation, American Achievement will be required to redeem all outstanding consenting 8.25% Notes at a redemption price in cash equal to 102.3125% of the aggregate principal amount of the consenting 8.25% Notes plus accrued and unpaid interest, if any, to but not including the date of the consummation of the Transaction (as defined below), and Holdings will be required to redeem all outstanding consenting 10.25% Notes at a redemption price in cash equal to 102.8125% of the aggregate principal amount at maturity of the consenting 10.25% Notes plus accrued and unpaid interest, if any, to but not including the date of the consummation of the Transaction.

Pursuant to a previously announced Stock Purchase Agreement, dated May 15, 2008 (the “Stock Purchase Agreement”), among Herff Jones Inc. (the “Buyer”), American Achievement Group Holding Corp. (“AAGHC”) and the holders of all of AAGHC’s equity securities, such equity holders have agreed to sell all of the equity in AAGHC to the Buyer (the “Transaction”).  AAGHC is the parent company of the Companies.  The Transaction is subject to regulatory approvals and customary and other closing conditions, and no assurances are given that it will be consummated.

All other material terms of the Consent Solicitations remain unchanged. Each Consent Solicitation is being made solely pursuant to the relevant consent solicitation statement, as supplemented by the relevant Supplement.

This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities described herein.  The Companies are conducting the Consent Solicitations in reliance upon one or more exemptions from registration under the Securities Act of 1933 for an offer and sale of securities that does not involve a public offering.  To the extent the Consent Solicitations are deemed offerings of securities, any securities to be offered have not been and will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About the Companies

Holdings is the parent company of American Achievement.  American Achievement 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, American Achievement’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.

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 AAC and American Achievement 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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