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): December 5, 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 1.02 Termination of a Material Definitive Agreement

Item 9.01 Financial Statements and Exhibits

SIGNATURES

Item 1.01 Entry into a Material Definitive Agreement

 Settlement Agreement - On December 5, 2008,  American Achievement Group Holding Corp. (the “Company”) and Herff Jones Inc. announced that, together with the stockholders of the Company, such parties have entered into a Settlement Agreement pursuant to which they have mutually agreed to terminate the previously announced Stock Purchase Agreement providing for the acquisition of the Company by Herff Jones Inc.

 A copy of the press release announcing the termination of the Stock Purchase Agreement is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

 The disclosure set forth in Item 1.01 to this report is incorporated into this item by reference.

Item 9.01 Financial Statements and Exhibits

(d)              Exhibits

99.1                            Press release dated as of December 5, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has 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: December 5, 2008	By:	/s/  DONALD J. PERCENTI
		Donald J. Percenti
		Chief Executive Officer

EX-99.1

EXHIBIT 99.1

AMERICAN ACHIEVEMENT AND HERFF JONES

TERMINATE ACQUISITION AGREEMENT

AUSTIN, TX – December 5, 2008 – American Achievement Group Holding Corp. (“AAGH”), the parent company of American Achievement Corporation (“AAC”), today announced that its acquisition agreement with Herff Jones has been mutually terminated because the parties have not received the required regulatory approvals necessary to complete the transaction.

“AAC remains a highly successful company with a healthy balance sheet, full stable of best-in-class products and the most talented and dedicated employees in the industry,” stated Don Percenti, President and Chief Executive Officer of AAC.  “We are confident in our ability to grow, compete and serve our valued customers as we execute our strategic plan as an independent company.”

Mr. Percenti added, “We have a great deal of respect for Herff Jones and its management team and wish them continued success with all future endeavors.”

Ropes & Gray LLP acted as legal advisors to AAC and Fenway Partners and Lane, Berry & Co. International and Goldman, Sachs & Co. acted as financial advisors.

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 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 Gordon/Jonathan Doorley

Sard Verbinnen & Co

212/687-8080

Certain statements in this press release constitute "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to various risks and uncertainties. Neither American Achievement nor Fenway Partners nor 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.

#  #  #