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): July 9, 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 7.01. Regulation FD Disclosure

Item 9.01.  Financial Statements and Exhibits

SIGNATURES

Item 1.01.  Entry into a Material Definitive Agreement

Supplemental Indentures – AAC Group Holding Corp. and U.S. Bank National Association, as trustee, entered into a supplemental indenture dated July 9, 2008, which will amend the indenture, dated November 16, 2004.  American Achievement corporation, the guarantors, and The Bank of New York Mellon Trust Company, N.A., entered into a supplemental indenture dated July 9, 2008, which will amend the indenture, dated March 25, 2004.  Both supplemental indentures will eliminate or modify substantially all of the restrictive covenants, the obligation to offer to repurchase applicable notes upon a change of control, certain events of default and related provisions in each indenture and, with respect to notes for which consents are delivered, require each Company to redeem such notes in connection with the closing of the previously announced transaction between Herff Jones Inc. and equity holders of American Achievement Group Holding Corp. if certain conditions are met.

Item 7.01.  Regulation FD Disclosure

The attached press release was issued on July 9, 2008.

Item 9.01.  Financial Statements and Exhibits

(d)           Exhibits

99.1                      Press release dated as of July 9, 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: July 9, 2008	By:	/s/  DONALD PERCENTI
		Donald Percenti
		Chief Executive Officer

EX-99.1

EXHIBIT 99.1

American Achievement Corporation and AAC Group Holding Corp.

Announce Execution of Supplemental Indenture and Termination of Withdrawal Rights

AUSTIN, TX, JULY 9, 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 that it had received, as of 5:00 P.M., New York City time, on July 3, 2008 (the “Consent Date”) the requisite consents, in the case of American Achievement, of holders of a majority of American Achievement's outstanding 8.25% Senior Subordinated Notes due 2012 (CUSIP No. 02369AAE8) (the “8.25% Notes”) and, in the case of Holdings, of holders of a majority of Holdings’ outstanding 10.25% Senior Discount Notes due 2012 (CUSIP No. 000305AB8) (the “10.25% Notes,” together with the 8.25% Notes, the “Notes”) to the proposed amendments to the applicable indenture governing such Notes, which eliminate or modify substantially all of the restrictive covenants, the obligation to offer to repurchase Notes upon a change of control, certain events of default and related provisions in each indenture and, with respect to Notes for which consents are delivered, require each Company to redeem such Notes in connection with the closing of the previously announced transaction between Herff Jones Inc. and American Achievement Group Holding Corp., the indirect parent of the Companies, if certain conditions are met.

As a result of the receipt of the requisite consents, on July 9, 2008, each Company entered into a supplemental indenture (collectively, the “Supplemental Indentures”) incorporating the applicable proposed amendments to the applicable indenture.  As a result of the execution of the Supplemental Indentures, withdrawal rights have terminated.

Each Company is waiving the requirement that holders deliver their consents prior to the Consent Date in order to be eligible to receive the consent fee.  Holders of Notes who validly deliver consents at any time at or prior to the expiration date of 5:00 P.M., New York City time, on July 15, 2008, unless extended, will be eligible to receive the consent fee.

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.