-----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, G59mxhGfNX7WRFaUNaAFrbkZlPSIGiF+BNHc2Woh7G88imfjDniwNzyeSQuZI5aa 4Kdo8L0tpy+gWVkvotdzYA== 0001193125-05-177383.txt : 20060613 0001193125-05-177383.hdr.sgml : 20060613 20050830170255 ACCESSION NUMBER: 0001193125-05-177383 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050830 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: CORRESP 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 CORRESP 1 filename1.htm Acceleration Request

AAC GROUP HOLDING CORP.

7211 Circle S Road

Austin, Texas 78745

 

August 30, 2005

 

 

 

VIA EDGAR

 

 

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, DC 20549-0306

 

Attention: Howard Baik

 

 

Re: 

  

AAC  Group Holding Corp.

Form S-4/A filed August 25, 2005

File No. 333-121410

 

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, AAC Group Holding Corp. (the “Issuer”), hereby requests that the effective date for the Registration Statement referred to above (the “Registration Statement”) be accelerated so that it will be declared effective by 4 p.m. Eastern Time on August 31, 2005.

 

The Issuer hereby acknowledges that the disclosure in the Registration Statement is the responsibility of the Issuer and further acknowledges that it is the Securities and Exchange Commission (the “SEC”) staff’s view that SEC staff comments or changes in response to SEC staff comments in the Registration Statement may not be asserted as a defense in any proceeding which may be brought by any person with respect to the Registration Statement. The Issuer also acknowledges the SEC staff’s position that should the SEC or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the SEC from taking any action with respect to the filing and the Issuer will not assert the effectiveness of the Registration Statement as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. The Issuer further acknowledges that the action of the SEC or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Issuer from its responsibility for the adequacy and accuracy of the disclosures in the Registration Statement.

The Issuer acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement.

 

Please call Carl Marcellino at Ropes & Gray LLP at 212-841-0623, as soon as the Registration Statement has been declared effective.

 

Very truly yours,
AAC Group Holding Corp.
By:     /S/    SHERICE P. BENCH
    Name:    Sherice P. Bench
    Title:    Chief Financial Officer

 

 

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