-----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, Lkr70YJAIJnA8wX6gepyHvtiHXkScDuyQ4Gcutg6Z4ovDdE7vZKdJ5hUEf3Qprgk +slyTqRgv/3gIgfgCPuU5g== 0001311835-09-000029.txt : 20090803 0001311835-09-000029.hdr.sgml : 20090801 20090803103254 ACCESSION NUMBER: 0001311835-09-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090803 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090803 DATE AS OF CHANGE: 20090803 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: 09979091 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 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: 09979090 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 8-K 1 form8k-080309.htm FORM 8-K - 8/03/2009 form8k-080309.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): August 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 August 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 August 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: August 3, 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 AMENDMENTS TO ITS PREVIOUSLY
ANNOUNCED CASH TENDER OFFER WITH RESPECT TO ITS 12.75% SENIOR PIK NOTES DUE 2012

AUSTIN, TX, August 3, 2009 – American Achievement Group Holding Corp. (the “Company”) announced today that it is amending its previously announced cash tender offer (the “Offer”) with respect to its outstanding 12.75% Senior PIK Notes due 2012 (CUSIP No. 02369BAB2, 02369BAA4, 02369BAE6, 02369BAD8) (the “Notes”) to extend the offer expiration date (the “Offer Expiration Date”) from 11:59 p.m., New York City time, on July 31, 2009, to 5:00 p.m., New York City time, on August 5, 2009, and to decrease the minimum tender condition (the “Minimum Tender Condition”) from $70,000,000 aggregate principal amount of the Notes, representing approximately 64% of the outstanding Notes, to $65,000,000 aggregate principal amount of the Notes, representing approximately 59% of the outstanding Notes.

As of 11:59 p.m., New York City time, July 31, 2009, $65,336,774 aggregate principal amount of the Notes, representing approximately 59.35% of the outstanding Notes, had been validly tendered and not withdrawn.  The withdrawal deadline has not been extended and, accordingly, Notes tendered in the Offer may no longer be withdrawn.  As a result, the Minimum Tender Condition has been satisfied and subject to the other terms and conditions of the Offer, including the Tender Cap described below, each holder of Notes who has validly tendered their Notes on or prior to the date hereof and each holder of Notes who validly tenders their Notes after the date hereof and prior to the new Offer Expiration Date will be eligible to receive $350.00 per $1,000.00 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.

As previously announced, the Company will purchase not more than $85,000,000 aggregate principal amount of the Notes, representing approximately 77% of the outstanding Notes (the “Tender Cap”).  The Company may increase or waive the Tender Cap at its sole discretion.  If the aggregate principal amount of Notes validly tendered pursuant to the Offer exceeds the Tender Cap, then, subject to the terms and conditions of the Offer, the Company will purchase any Notes tendered prior to 11:59 p.m., New York City time, July 17, 2009, in full, and will purchase any Notes tendered subsequent to that date on a pro rata basis among such tendering holders of such subsequently tendered Notes up to the remaining Tender Cap, based on the aggregate principal amount of such subsequently tendered Notes tendered by each such holder.

Except for the new terms announced today, all other terms and conditions of the Offer remain unchanged.  The Offer is being made solely pursuant to the offer to purchase dated June 4, 2009 (the “Offer to Purchase”), as amended by the supplement dated July 20, 2009 (the “Supplement”).

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, the Supplement 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.

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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