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):November 1, 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 October 29, 2010, American Achievement Group Holding Corp., the ultimate parent company of the registrants, AAC Group Holding Corp. and American Achievement Corporation issued the press release attached as Exhibit 99.1 to this report, which is incorporated herein by reference.

On November 1, 2010, American Achievement Corporation issued the press release attached as Exhibit 99.2 to this report, which is incorporated herein by reference.

On November 1, 2010, American Achievement Group Holding Corp., AAC Group Holding Corp. and American Achievement Corporation issued the press release attached as Exhibit 99.3 to this report, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)              Exhibits

99.1	Press Release issued by American Achievement Group Holding Corp., AAC Group Holding Corp. and American Achievement Corporation, dated October 29, 2010
99.2	Press Release issued by American Achievement Corporation, dated November 1, 2010
99.3	Press Release issued by American Achievement Group Holding Corp., AAC Group Holding Corp. and American Achievement Corporation, dated November 1, 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.

	AAC GROUP HOLDING CORP. AMERICAN ACHIEVEMENT CORPORATION
Date:  November 1, 2010	By:	/s/ ALYCE C. ALSTON
		Alyce C. Alston
		Chief Executive Officer

EX-99.1

EXHIBIT 99.1

AMERICAN ACHIEVEMENT GROUP HOLDING CORP., AAC GROUP HOLDING CORP. AND AMERICAN ACHIEVEMENT CORPORATION ANNOUNCE EXERCISE OF EARLY SETTLEMENT ELECTION

AUSTIN, TX, October 29, 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 the exercise of their respective early settlement elections  pursuant to the previously announced tender offer and consent solicitation (the “Offer”), as described in the Offer to Purchase and Consent Solicitation Statement, dated October 18, 2010 (the “Offer to Purchase”).  The expected early settlement date is Monday, November 1, 2010.

On the early settlement date, the Company will, subject to the receipt of proceeds from the Company’s previously announced refinancing, purchase all Notes validly tendered and not withdrawn  prior to the early tender time of 5:00 p.m. today, October 29, 2010, comprised of (i) $44,674,479 aggregate principal amount of Parent Holdings’ 12.75% Senior PIK Notes due October 2012 (CUSIP No. 02369BAB2, 02369BAA4 and 02369BAE6) (the “Parent Holdings Notes”), (ii) $103,356,000 aggregate principal amount of Intermediate Holdings’ 10.25% Senior Discount Notes due October 2012 (CUSIP No. 000305AB8 and 000305AC6) (the “Intermediate Holdings Notes”), and (iii) $127,649,000 aggregate principal amount of AAC’s 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”).  On the early settlement date, the Company will pay the holders of such Notes the total consideration of (i) $1,031.88 per $1,000.00 principal amount of Parent Holdings Notes, (ii) $1,003.75 per $1,000.00 principal amount of Intermediate Holdings Notes and (iii) $1,002.50 per $1,000.00 principal amount of AAC Notes, which, in each case, includes an early tender and consent payment of $20.00 per $1,000.00 principal amount of the Notes validly tendered and accepted for purchase, plus accrued interest to (but not including) the early settlement date.

Holders who have not already tendered Notes may continue to do so at any time prior to the expiration of the Offer at 11:59 p.m., New York City time, on November 15, 2010, unless further extended or earlier terminated by the Company in its sole discretion. However, such holders will not be entitled to receive the early tender and consent premium.  Withdrawal rights for the tender offer have expired.

The Company has engaged Goldman, Sachs & Co. as the dealer manager for the Offer.  Persons with questions regarding the Offer should contact Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-4692.

The complete terms and conditions of the Offer are described in the Offer to Purchase and related Consent and Letter of Transmittal, copies of which may be obtained from Global Bondholder Services Corporation at (866) 389-1500 (toll free) or (212) 430-3774 (banks and brokerage firms).

This announcement is for information purposes only and is not an offer to purchase nor a solicitation of an offer to purchase with respect to any of the Notes nor a solicitation of a consent with respect to any of the Intermediate Holdings Notes or the AAC Notes.  The Offer is being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase that the Company has distributed to holders of the Notes.  The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction.  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 give n or made, such information 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, or deliver, or not deliver, a Consent with respect to, 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 Balfour®, ArtCarved®, Keepsake®, and Keystone®, 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.

EX-99.2

EXHIBIT 99.2

AMERICAN ACHIEVEMENT CORPORATION ANNOUNCES CLOSING OF SENIOR SECURED NOTES OFFERING

AUSTIN, TX, November 1, 2010  — American Achievement Corporation (the “Company”) today announced the closing of the private placement of $365.0 million aggregate principal amount of 10.875% senior secured notes due 2016 (the “Secured Notes”).  The Secured Notes will be fully and unconditionally guaranteed, jointly and severally, on a second-priority senior secured basis by AAC Holding Corp., the direct parent company of the Company (“Parent”), and each of the Company’s direct and indirect domestic subsidiaries other than certain immaterial subsidiaries.

The net proceeds of this offering, along with borrowings under a new revolving credit facility of the Company and the proceeds of an issuance of preferred stock by the Company’s indirect parent, American Achievement Group Holding Corp. (“Parent Holdings”), will be used to consummate the previously announced refinancing of existing debt of the Company and its direct and indirect parent companies, to (a) repay the Company’s existing senior secured credit facility and pay all related fees and expenses, (b) purchase the Company’s 8.25% senior subordinated notes due April 1, 2012, AAC Group Holding Corp.’s outstanding 10.25% senior discount notes due October 1, 2012 and Parent Holdings’ outstanding 12.75% senior PIK notes due October 1, 2012 (together, the “Existing Notes”) pursuant to the previously announced tender offer and consent solicitation (the “Offer”), as described in the Offer to Purchase and Consent Solicitation Statement, dated October 18, 2010 (the “Offer to Purchase”), that, in each case, were validly tendered and not withdrawn prior to the early tender time of 5:00 p.m. on Friday, October 29, 2010, (c) fund the redemption announced today, of any and all outstanding Existing Notes that were not tendered prior to the early tender time pursuant to the Offer, (d) redeem or repurchase all outstanding Series A preferred stock of American Achievement Intermediate Holding Corp. and all outstanding Series A preferred stock of Parent Holdings and (e) to pay related fees and expenses.

The Secured Notes have not been registered under the Securities Act of 1933, as amended, 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.

This press release is not an offer to purchase or a solicitation of an offer to sell any securities, including the Existing Notes, and there shall not be any offer or sale of the Secured Notes in any state or jurisdiction in which such offer or sale would be unlawful. The tender offers are only being made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal.

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 Balfour®, ArtCarved®, Keepsake®, and Keystone®, 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. 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.

EX-99.3

EXHIBIT 99.3

AMERICAN ACHIEVEMENT GROUP HOLDING CORP., AAC GROUP HOLDING CORP. AND AMERICAN ACHIEVEMENT CORPORATION ANNOUNCE REDEMPTION OF NOTES AND EXTENSION OF TENDER OFFER

AUSTIN, TX, November 1, 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 will redeem for cash any and all of (i) Parent Holdings’ 12.75% Senior PIK Notes due October 2012 (the “Parent Holdings Notes”), (ii) Intermediate Holdings’ 10.25% Senior Discount Notes due October 2012 (the “Intermediate Holdings Notes”) and (iii) AAC’s 8.25% Senior Subordinated Notes due April 2012 (the “AAC Notes,” and together with the Parent Holdings Notes and the Intermediate Holdings Notes, the “Notes”) that, in eac h case, remain outstanding after the settlement today, November 1, 2010, of the Notes accepted for purchase on the early tender date pursuant to the Company’s previously announced tender offer and consent solicitation (the “Offer”), as described in the Offer to Purchase and Consent Solicitation Statement, dated October 18, 2010 (the “Offer to Purchase”).

The redemption date for the outstanding Notes will be December 1, 2010 (the “Redemption Date”) and the redemption price will be (i) 103.188% of the principal amount of the Parent Holdings Notes, (ii) 100.000% of the principal amount of the Intermediate Holdings Notes and (iii) 100.000% of the principal amount of the AAC Notes, plus, in each case, any accrued and unpaid interest up to (but not including) the Redemption Date.  As of 5:00 p.m., New York City time, on November 1, 2010, approximately (i) $12,290,312 aggregate principal amount of Parent Holdings Notes, (ii) $28,144,000 aggregate principal amount of Intermediate Holdings Notes and (iii) $22,351,000 aggregate principal amount of AAC Notes, is expected to be outstanding.  The Company delivered today, to the applicable trustee for their respective se ries of Notes, in trust amounts sufficient to pay the redemption price, plus accrued and unpaid interest up to (but not including) the Redemption Date, for all such Notes, thereby satisfying and discharging their obligations under such Notes in full as of today.

The notice of redemption for the Notes will be sent to registered holders on or about November 1, 2010.  The Parent Holdings Notes and Intermediate Holdings Notes are to be surrendered to U.S. Bank National Association, as trustee and paying agent, and the AAC Notes are to be surrendered to The Bank of New York Mellon Trust Company, N.A., as trustee and paying agent, in each case, in exchange for payment of the redemption price, plus accrued and unpaid interest up to (but not including) the Redemption Date.  Questions relating to, and requests for additional copies of, the notice of redemption for the Parent Holdings Notes and Intermediate Holding Notes should be directed to U.S. Bank National Association, Corporate Trust Services, P.O. Box 64111, St. Paul, MN 55164-0111 at (800) 934-6802.  Questions relating to, and requests for additional copies of, the notice of redemption for the AAC Notes should be directed to The Bank of New York Mellon Trust Company, N.A., Corporate Trust, 601 Travis, 16th Floor, Houston, TX 77002 at (800) 254-2826 or (713) 483-6649.

The Company also announced today that it is extending the final expiration date with respect to the Offer (the “Expiration Time”) from 11:59 p.m., New York City time, on November 15, 2010, to 11:59 p.m., New York City time, on December 2, 2010.  Except for the extension of the Expiration Time, all other terms and conditions of the Offer remain unchanged.  Holders who have not already tendered their Notes pursuant to the Offer may continue to do so at any time prior to the Expiration Time, unless further extended or earlier terminated by the Company in its sole discretion.  However, such holders will not be entitled to receive any consent payment.  Further, because the Company intends for all outstanding Notes to be redeemed on the Redemption Date, the Company does not expect any Notes (i ncluding any Notes tendered after the early tender time) to be outstanding at the Expiration Time.

The Company has engaged Goldman, Sachs & Co. as the dealer manager for the Offer.  Persons with questions regarding the Offer should contact Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-4692.  The complete terms and conditions of the Offer are described in the Offer to Purchase and related Consent and Letter of Transmittal, copies of which may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Offer, at (866) 389-1500 (toll free) or (212) 430-3774 (banks and brokerage firms).

This announcement is for information purposes only and is not an offer to purchase nor a solicitation of an offer to purchase with respect to any of the Notes.  The Offer is being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase that the Company has distributed to holders of the Notes.  The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction.  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 information or representation may not be relied upon as having been authorized by the applica ble 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, or deliver, or not deliver, a Consent with respect to, 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 Balfour®, ArtCarved®, Keepsake®, and Keystone®, 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.