-----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, QEOGRISOPN0soE3Hq957UAwKVnxTy0n+W28HlZZDV9PG7fjRgHNPMScUbNqdMuiR 7AEjpu2ITsjAviGduEZY0A== 0001311835-10-000016.txt : 20100622 0001311835-10-000016.hdr.sgml : 20100622 20100621174358 ACCESSION NUMBER: 0001311835-10-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100621 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100622 DATE AS OF CHANGE: 20100621 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: 10908821 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: 10908820 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_062110.htm FORM 8-K TENDER OFFER EXTENSION form8k_062110.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 21, 2010


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 June 21, 2010, American Achievement Corporation, AAC Group Holding Corp. and 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 June 21, 2010

 

 

 
 

 

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.
 

 
Date: June 21, 2010                                                                By:           /s/ ALYCE ALSTON                                         &# 160; 
 
Alyce Alston
Chief Executive Officer
EX-99.1 2 exhibit_99-1.htm PRESS RELEASE 06-21-10 exhibit_99-1.htm
EXHIBIT 99.1

 
AMERICAN ACHIEVEMENT GROUP HOLDING CORP., AAC GROUP HOLDING CORP. AND AMERICAN ACHIEVEMENT CORPORATION ANNOUNCE EXTENSION OF EARLY TENDER DATE AND OFFER EXPIRATION DATE FOR PREVIOUSLY ANNOUNCED TENDER OFFER FOR RESPECTIVE OUTSTANDING NOTES


AUSTIN, TX, June 21, 2010 – American Achievement Group Holding Corp. (“Parent Holdings”), AAC Group Holding Corp. (“Intermediate Holdings”) and American Achievement Corporation (“AAC,” and together with Parent Holdings and Intermediate Holdings, the “Company”) each announced today that it is extending the early tender deadline (the “Early Tender Time”) and the expiration date (the “Expiration Time”) with respect to its previously announced tender offer (the “Offer”) for (i) Parent Holdings’ $52,562,667 outstanding principal amount of its 12.75% Senior PIK Notes due October 2012 (CUSIP No. 02369BAB2, 02369BAA4 and 02369BAE6) (the “Parent Holdings Notes”), (ii) Intermediate Holdings’ $131,500,000 outstanding principal amount of its 10.25% Senior Discount Notes due October 2012 (CUSIP No. 000305AB8 and 000305AC6) (the “Intermediate Holdings Notes”) and (iii) AAC’s $150,000,000 outstanding principal amount of its 8.25% Senior Subordinated Notes due April 2012 (CUSIP No. 02369AAE8 and 02369AAF5) (the “AAC Notes,” and together with the Parent Holdings Notes and the Intermediate Holdings Notes, the “Notes”) from 11:59 p.m., New York City time, on June 22, 2010, to 11:59 p.m., New York City time, on July 6, 2010.  Except for the extension of the Early Tender Time and the Expiration Time, all other terms and conditions of the Offer remain unchanged. The Withdrawal Deadline expired on May 25, 2010 and was not extended, and Notes previously tendered in the Offer may not be withdrawn.

As of 5:00 p.m., New York City time, on June 18, 2010, $28,789,815 aggregate principal amount of the Parent Holdings Notes, representing approximately 54.77% of the outstanding Parent Holdings Notes, had been validly tendered and not withdrawn, $130,970,000 aggregate principal amount of the Intermediate Holdings Notes, representing approximately 99.60% of the outstanding Intermediate Holdings Notes, had been validly tendered and not withdrawn, and $144,755,000 aggregate principal amount of the AAC Notes, representing approximately 96.50% of the outstanding AAC Notes, had been validly tendered and not withdrawn.

Holders of Notes who validly tender such Notes on or prior to 11:59 p.m., New York City time, on July 6, 2010, will receive total consideration equal to (i) in the case of Parent Holdings Notes validly tendered, $1,063.75 per $1,000.00 principal amount of such Notes, (ii) in the case of Intermediate Holdings Notes validly tendered, $1,028.13 per $1,000.00 principal amount of such Notes, and (iii) in the case of AAC Notes validly tendered, $1,001.25 per $1,000.00 principal amount of such Notes (each, the “Total Consideration”), which includes an early tender premium in the amount of $50.00 per $1,000.00 principal amount of the Notes (the “Early Tender Premium”).  Any accrued or unpaid interest on the Notes will be paid in cash in addition to the Total Consideration.


 
 
 

 

Parent Holdings, Intermediate Holdings and AAC intend to fund payment for the Notes purchased in the Offer with a combination of one or more of (i) the proceeds of a debt financing (the “Debt Financing”) by AAC resulting in proceeds of at least $400,000,000, which may include one or more series of notes and/or credit facilities and which may be secured or unsecured, on terms and conditions satisfactory to AAC in its sole discretion and (ii) cash on hand.

The Offer is subject to the satisfaction or waiver of certain conditions, including the consummation of the Debt Financing on terms and conditions satisfactory to AAC in its sole discretion. Additionally, AAC has reserved its right to withdraw any offering of secured or unsecured notes pursuant to the Debt Financing at any time and for any reason, including unfavorable market conditions.

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). Requests for copies of the Offer to Purchase and related documents may be directed to Global Bondholder Services Corporation at (866) 470-4300 (toll free) or (212) 430-3774 (banks and brokerage firms).

Any secured or unsecured notes that may be sold pursuant to the proposed Debt Financing are not expected to be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any of the Notes nor is this an announcement of an offer or solicitation of an offer to sell new securities, including pursuant to the Debt Financing. Any offering of notes with respect to the Debt Financing will be made by AAC solely pursuant to a confidential offering circular. The Offer is made solely by means of the Offer to Purchase. The Offer does not constitute an offer to purchase any Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or “blue sky” or other laws. No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in the Offer and, if given or made, such i nformation or representation may not be relied upon as having been authorized by the applicable purchasers or the Dealer Manager. None of the applicable purchasers, their respective boards of directors, the Trustees, the Information Agent, the Tender Agent, the Dealer Manager or any of their respective affiliates makes any recommendation as to whether Holders should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Offer.


 
 
 

 

About the Company:
Parent Holdings is the indirect parent company of Intermediate Holdings. Intermediate Holdings is the indirect parent company of AAC. 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.


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 nor any of its 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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