-----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, BHgps6wcBMogWo9eM+Gw5gMqxyn0iQQasZ4cBcfd+F8okwL53oaKyClEm0Ty0dFW uQvHSl4yY/A85rKlJ0wPMw== 0001311835-09-000024.txt : 20090707 0001311835-09-000024.hdr.sgml : 20090707 20090707110638 ACCESSION NUMBER: 0001311835-09-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090703 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090707 DATE AS OF CHANGE: 20090707 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: 09932681 BUSINESS ADDRESS: STREET 1: 7211 CIRCLES S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 BUSINESS PHONE: 512-440-0571 MAIL ADDRESS: STREET 1: 7211 CIRCLES S ROAD CITY: AUSTIN STATE: TX ZIP: 78745 8-K 1 form8k_070309.htm FORM 8-K 07-03-2009 form8k_070309.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): July 3, 2009

 
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
333-121479
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 8.01. Other Events

Item 9.01.  Financial Statements and Exhibits

SIGNATURES

 
 

 

Item 8.01.  Other Events

On July 3, 2009, American Achievement Group Holding Corp., the ultimate parent company of the registrants, issued the press release included as Exhibit 99.1 hereto, which is incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits

(d)           Exhibits

99.1                      Press release dated as of July 3, 2009

 
 

 

SIGNATURES

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

 
 
 
AAC GROUP HOLDING CORP.
AMERICAN ACHIEVEMENT CORPORATION
 
       
Date: July 6, 2009
By:
/s/ DONALD J. PERCENTI  
    Donald J. Percenti  
    Chief Executive Officer  
       



 


EX-99.1 2 exhibit_99-1.htm PRESS RELEASE exhibit_99-1.htm
EXHIBIT 99.1
 
 
AMERICAN ACHIEVEMENT GROUP HOLDING CORP. ANNOUNCES EXTENSION OF THE EARLY TENDER DATE AND OFFER EXPIRATION DATE FOR ITS PREVIOUSLY ANNOUNCED TENDER OFFER FOR ITS 12.75% SENIOR PIK NOTES DUE 2012

AUSTIN, TX, July 3, 2009 – American Achievement Group Holding Corp. (the “Company”) announced today that it is extending the early tender deadline (the “Early Tender Date”) and the expiration date (the “Offer Expiration Date”) with respect to its previously announced tender offer (the “Offer”) for its outstanding 12.75% Senior PIK Notes due 2012 (CUSIP No. 02369BAB2, 02369BAA4, 02369BAE6, 02369BAD8) (the “Notes”) from 11:59 p.m., New York City time, on July 2, 2009, to 11:59 p.m., New York City time, on July 17, 2009.  Except for the extension of the Early Tender Date and the Offer Expiration Date, all other terms and conditions of the Offer remain unchanged.  Notes tendered in the Offer may not be withdrawn.

As of 12:00 p.m., New York City time, on July 2, 2009, $36,672,118 aggregate principal amount of the Notes, representing approximately 33.31% of the outstanding Notes, had been validly tendered.

Holders who validly tender on or prior to 11:59 p.m., New York City time, on July 17, 2009 will be eligible to receive the “Total Consideration” of $230.11 per $1,000 per principal amount of the Notes, which includes an early tender premium of $20 per $1,000 per principal amount of the Notes.  No additional amounts will be payable with respect to any accrued or unpaid interest on the Notes since April 1, 2009.

On February 25, 2009, the Company repurchased $104,301,834 aggregate principal amount of the Notes for an aggregate purchase price of $24,000,000 (the “Repurchase Transaction”).  For no additional consideration, the sellers of the Notes (the “February Sellers”), representing a majority in principal amount of the Notes, consented to a second supplemental indenture (the “Second Supplemental Indenture”), which was entered into on February 25, 2009, by the Company and the trustee under the Indenture.  The Second Supplemental Indenture removed substantially all of the restrictive and reporting covenants under the Indenture, as well as certain events of default and related provisions.  Holders of Notes that receive the Total Consideration pursuant to the Offer will receive approximately the same consideration per $1,000 of principal amount of Notes as was received by the February Sellers in the Repurchase Transaction.

The Company intends to fund payment for the Notes that are purchased in the Offer with a combination of one or more of (i) cash borrowed by its subsidiary American Achievement Corporation under its revolving line of credit and distributed to the Company, (ii) proceeds of the sale of new preferred stock (the “New Preferred”) by a newly formed subsidiary American Achievement Intermediate Holding Corp. (“Newco”) and (iii) cash on hand.  Any New Preferred issued by Newco will be structurally senior to any remaining Notes.

Goldman, Sachs & Co. is acting as the dealer manager for the Offer.  The depositary and information agent for the Offer is Global Bondholder Services Corporation.  Questions regarding the Offer may be directed to Goldman, Sachs & Co., at (800) 828-3182 (toll free) or (212) 357-4692 (collect).  Requests for copies of the Offer to Purchase and related documents may be directed to Global Bondholder Services Corporation at (866) 873-6300 (toll free) or (212) 430-3774 (banks and brokerage firms).

This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to the Notes nor is this announcement an offer or solicitation of an offer to sell new securities.  The Offer is made solely by means of the offer to purchase, dated June 4, 2009.

About the Company:

The Company is the indirect parent company of American Achievement Corporation.  American Achievement Corporation 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 Corporation’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.

Media Contact:
Anna Cordasco/Brooke Gordon/Jonathan Doorley
Sard Verbinnen & Co
212/687-8080

This press release contains certain forward-looking statements.  Such forward-looking statements are subject to various risks and uncertainties that could cause the transaction not to be consummated. Neither the Company 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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