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): May 15, 2008 |
| 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 |
| ____________________________________ |
7211 Circle S Road |
| (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 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Item 1.01. Entry into a Material Definitive Agreement
Stock Purchase Agreement - Pursuant to a Stock Purchase Agreement dated May 15, 2008 among Herff Jones Inc. (the “Buyer), American Achievement Group Holding Corp. (the “Company”) and the holders of all of the Company’s equity securities (the “Equity Holders”), the Equity Holders have agreed to sell all of the equity in the Company, the parent company of American Achievement Corporation, to the Buyer (the “Transaction”). The Transaction is subject to regulatory approvals and customary closing conditions. Among other provisions, the Stock Purchase Agreement includes representations and warranties of the parties and restrictions on actions by the Company. The press release announcing the Transaction is attached as an exhibit to this report.
Item 8.01. Other Events
In connection with the Transaction, the Company has entered into arrangements with holders of a majority (the “Majority Holders”) in principal amount of the Company’s 12.75% Senior PIK Notes due 2012 (the “Notes”) to launch a consent solicitation to provide all holders of the Notes with the opportunity to consent to the following amendments to the indenture governing the Notes: (i) an amendment requiring the Company, upon consummation of the Transaction, to redeem at a price of 101% the Notes held by any holder that timely consents to the proposed amendments and (ii) an amendment, effective promptly following the completion of the consent solicitation, to remove substantially all of the restrictive and reporting covenants under the indenture for the Notes. The covenant removal would remain effective for non-consenting Notes even if the Transaction has not closed. The Majority Holders have already consented to these proposed amendments, providing sufficient consents to approve such amendments.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated as of May 16, 2008
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.
0;
| Date: May 16, 2008 | By: | /s/ DONALD PERCENTI |
| | | Donald Percenti Chief Executive Officer |
