UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
| Pursuant to Section 13 or 15(d) of |
| The Securities Exchange Act of 1934 |
| Date of Report (Date of earliest event reported): February 25, 2009 |
| American Achievement 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 | 333-137067 | 20-4833998 |
| Delaware | 333-121479 | 20-1854833 |
| Delaware | 333-84294 | 13-4126506 |
| (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 1.01. Entry into a Material Definitive Agreement
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Item 1.01. Entry into a Material Definitive Agreement
On February 25, 2009, American Achievement Group Holding Corp. (the “Company”) entered into an agreement to repurchase $104,301,834 aggregate principal amount (excluding any accrued and unpaid interest) of its 12.75% Senior PIK Notes due 2012 (the “Notes”) for an aggregate purchase price of $24,000,000. For no additional consideration, the sellers of the Notes, representing a majority in principal amount of the Notes, consented to a second supplemental indenture (the “Second Supplemental Indenture”), which will amend the indenture, dated June 12, 2006, governing the Notes. The Second Supplemental Indenture was entered into on February 25, 2009 by the Company and the trustee under the indenture governing the Notes. It removes substantially all of the restrictive and reporting covenants under the indenture, as well as certain events of default and related provisions. A copy of the Second Supplemental Indenture is attached as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Second Supplemental Indenture dated as of February 25, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | AMERICAN ACHIEVEMENT GROUP HOLDING CORP. AAC GROUP HOLDING CORP. AMERICAN ACHIEVEMENT CORPORATION | |
| | | | |
| Date: February 25, 2009 | By: | /s/ DONALD J. PERCENTI | |
| | | Donald J. Percenti | |
| | | Chief Executive Officer | |
| | | | |
