Lehigh Press 424B3 Prospectus supplement

FILED PURSUANT TO RULE 424(b)(3)

FILE NUMBER 333-142678

VISANT CORPORATION AND SUBSIDIARY REGISTRANTS

SUPPLEMENT NO. 2 TO MARKET-MAKING PROSPECTUS DATED MAY 30, 2007

THE DATE OF THIS SUPPLEMENT IS NOVEMBER 15, 2007

ON NOVEMBER 13, 2007, VISANT HOLDING CORP. AND VISANT CORPORATION FILED THE ATTACHED

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 29, 2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 29, 2007

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission File Number	Registrant, State of Incorporation, Address of Principal Executive Offices and Telephone Number	I.R.S. Employer Identification No.
333-112055	VISANT HOLDING CORP.	90-0207875
	(Incorporated in Delaware)
	357 Main Street
	Armonk, New York 10504
	Telephone: (914) 595-8200
333-120386	VISANT CORPORATION	90-0207604
	(Incorporated in Delaware)
	357 Main Street
	Armonk, New York 10504
	Telephone: (914) 595-8200

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether any of the registrants is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer  ¨            Accelerated filer  ¨            Non-accelerated filer  x

Indicate by check mark whether any of the registrants is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

As of November 5, 2007, there were 5,976,659 shares of Class A Common Stock, par value $.01 per share, and one share of Class C Common Stock, par value $.01 per share, of Visant Holding Corp. outstanding and 1,000 shares of common stock, par value $.01 per share, of Visant Corporation outstanding (all of which are beneficially owned by Visant Holding Corp.).

Visant Corporation meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction (H)(2) to Form 10-Q.

FILING FORMAT

This Quarterly Report on Form 10-Q is a combined report being filed separately by two registrants: Visant Holding Corp. (“Holdings”) and Visant Corporation, a wholly owned subsidiary of Holdings (“Visant”). Unless the context indicates otherwise, any reference in this report to the “Company”, “we”, “our”, “us” or “Holdings” refers to Visant Holding Corp., together with Visant Corporation and its consolidated subsidiaries.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION
		Page
ITEM 1.	Financial Statements (Unaudited)
	Visant Holding Corp. and subsidiaries:
	Condensed Consolidated Statements of Operations for the three and nine months ended September 29, 2007 and September 30, 2006.	1
	Condensed Consolidated Balance Sheets as of September 29, 2007 and December 30, 2006.	2
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 29, 2007 and September 30, 2006.	3
	Visant Corporation and subsidiaries:
	Condensed Consolidated Statements of Operations for the three and nine months ended September 29, 2007 and September 30, 2006.	4
	Condensed Consolidated Balance Sheets as of September 29, 2007 and December 30, 2006.	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 29, 2007 and September 30, 2006.	6
	Notes to Condensed Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	41
ITEM 4.	Controls and Procedures	42
ITEM 4T.	Controls and Procedures	42
	PART II – OTHER INFORMATION
ITEM 1.	Legal Proceedings	42
ITEM 1A.	Risk Factors	42
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
ITEM 3.	Defaults Upon Senior Securities	42
ITEM 4.	Submission of Matters to a Vote of Security Holders	42
ITEM 5.	Other Information	42
ITEM 6.	Exhibits	43
Signatures

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VISANT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

		Three months ended						Nine months ended
In thousands		September 29, 2007			September 30, 2006			September 29, 2007		September 30, 2006
Net sales		$	238,396		$	215,710		$	995,712	$	913,188
Cost of products sold			136,033			124,741			481,879		447,321
Gross profit			102,363			90,969			513,833		465,867
Selling and administrative expenses			86,918			77,459			320,060		291,014
(Gain) loss on disposal of fixed assets			(65	)		(788	)		555		(1,641	)
Special charges			236			—			195		2,594
Operating income			15,274			14,298			193,023		173,900
Interest expense, net			31,210			41,109			112,412		109,505
(Loss) income before income taxes			(15,936	)		(26,811	)		80,611		64,395
(Benefit from) provision for income taxes			(5,131	)		(11,242	)		31,056		24,798
(Loss) income from continuing operations			(10,805	)		(15,569	)		49,555		39,597
Income from discontinued operations, net of tax			—			3,523			110,902		8,985
Net (loss) income		$	(10,805	)	$	(12,046	)	$	160,457	$	48,582
	��

The accompanying notes are an integral part of the condensed consolidated financial statements.

1

VISANT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

In thousands, except share amounts	September 29, 2007			December 30, 2006
ASSETS
Cash and cash equivalents	$	21,505		$	18,778
Accounts receivable, net		143,959			144,681
Inventories, net		90,885			105,333
Salespersons overdrafts, net of allowance of $9,625 and $12,621, respectively		30,082			27,292
Prepaid expenses and other current assets		12,824			19,791
Income tax receivable		—			10,311
Deferred income taxes		12,825			11,850
Current assets of discontinued operations		—			56,649
Total current assets		312,080			394,685
Property, plant and equipment		352,892			305,703
Less accumulated depreciation		(168,841	)		(145,122	)
Property, plant and equipment, net		184,051			160,581
Goodwill		929,158			919,638
Intangibles, net		525,796			530,669
Deferred financing costs, net		34,450			48,782
Other assets		12,432			13,181
Long-term assets of discontinued operations		—			265,519
Total assets	$	1,997,967		$	2,333,055
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Book overdrafts	$	2,423		$	—
Short-term borrowings		77,500			—
Accounts payable		49,943			56,436
Accrued employee compensation and related taxes		34,407			41,256
Commissions payable		10,968			21,671
Customer deposits		40,157			171,258
Income taxes payable		4,740			—
Interest payable		29,473			13,227
Other accrued liabilities		22,279			23,637
Current liabilities of discontinued operations		693			34,849
Total current liabilities		272,583			362,334
Long-term debt		1,386,564			1,770,657
Deferred income taxes		162,514			175,200
Pension liabilities, net		17,935			21,484
Other noncurrent liabilities		32,759			33,356
Long-term liabilities of discontinued operations		—			6,696
Total liabilities		1,872,355			2,369,727
Mezzanine equity		9,830			9,717
Common stock:
Class A $.01 par value; authorized 7,000,000 shares; issued and outstanding:
5,976,659 at September 29, 2007 and December 30, 2006
Class B $.01 par value; non-voting; authorized 2,724,759 shares; issued and outstanding:
none at September 29, 2007 and December 30, 2006
Class C $.01 par value; authorized 1 share; issued and outstanding: 1 share at September 29, 2007 and December 30, 2006		60			60
Additional paid-in-capital		175,705			175,427
Accumulated deficit		(61,057	)		(222,993	)
Accumulated other comprehensive income		1,074			1,117
Total stockholders’ equity (deficit)		115,782			(46,389	)
Total liabilities and stockholders’ equity (deficit)	$	1,997,967		$	2,333,055

The accompanying notes are an integral part of the condensed consolidated financial statements.

2

VISANT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine months ended
In thousands	September 29, 2007			September 30, 2006
Net income	$	160,457		$	48,582
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations		(110,902	)		(8,985	)
Depreciation		26,995			22,367
Amortization of intangible assets		36,545			37,743
Amortization of debt discount, premium and deferred financing costs		30,281			23,429
Other amortization		502			603
Deferred income taxes		(18,351	)		(21,625	)
Loss (gain) on sale of assets		555			(1,641	)
Stock-based compensation		389			113
Loss on asset impairments		—			2,341
Changes in assets and liabilities:
Accounts receivable		7,539			(11,921	)
Inventories		20,145			7,038
Salespersons overdrafts		(2,582	)		314
Prepaid expenses and other current assets		7,477			980
Accounts payable and accrued expenses		(14,242	)		14,109
Customer deposits		(131,918	)		(120,944	)
Commissions payable		(11,311	)		(8,971	)
Income taxes payable/ receivable		16,049			12,793
Interest payable		16,246			20,245
Other		(5,220	)		(6,245	)
Net cash provided by operating activities of continuing operations		28,654			10,325
Net cash (used in) provided by operating activities of discontinued operations		(4,284	)		11,071
Net cash provided by operating activities		24,370			21,396
Purchases of property, plant and equipment		(49,010	)		(38,449	)
Proceeds from sale of property and equipment		1,837			10,415
Acquisition of businesses, net of cash acquired		(51,801	)		(53,557	)
Additions to intangibles		(245	)		—
Proceeds from disposal of discontinued operations		401,781			64,092
Other investing activities, net		57			—
Net cash provided by (used in) investing activities of continuing operations		302,619			(17,499	)
Net cash used in investing activities of discontinued operations		(5,691	)		(14,652	)
Net cash provided by (used in) investing activities		296,928			(32,151	)
Net book overdrafts		2,423			—
Net short-term borrowings		77,500			105,971
Principal payments on long-term debt		(400,000	)		(100,000	)
Proceeds from issuance of long-term debt		—			350,000
Distribution to stockholders		—			(340,700	)
Debt financing costs		—			(9,473	)
Net cash (used in) provided by financing activities of continuing operations		(320,077	)		5,798
Net cash used in financing activities of discontinued operations		—			—
Net cash (used in) provided by financing activities		(320,077	)		5,798
Effect of exchange rate changes on cash and cash equivalents		1,506			(436	)
Increase (decrease) in cash and cash equivalents		2,727			(5,393	)
Cash and cash equivalents, beginning of period		18,778			20,706
Cash and cash equivalents, end of period	$	21,505		$	15,313

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three months ended						Nine months ended
In thousands	September 29, 2007			September 30, 2006			September 29, 2007		September 30, 2006
Net sales	$	238,396		$	215,710		$	995,712	$	913,188
Cost of products sold		136,033			124,741			481,879		447,321
Gross profit		102,363			90,969			513,833		465,867
Selling and administrative expenses		86,773			77,421			319,534		290,813
(Gain) loss on disposal of fixed assets		(65	)		(788	)		555		(1,641	)
Special charges		236			—			195		2,594
Operating income		15,419			14,336			193,549		174,101
Interest expense, net		17,666			28,114			72,234		79,034
(Loss) income before income taxes		(2,247	)		(13,778	)		121,315		95,067
Provision for (benefit from) income taxes		548			(5,979	)		46,414		35,849
(Loss) income from continuing operations		(2,795	)		(7,799	)		74,901		59,218
Income from discontinued operations, net of tax		—			3,523			110,902		8,985
Net (loss) income	$	(2,795	)	$	(4,276	)	$	185,803	$	68,203

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 29, 2007			December 30, 2006
In thousands, except share amounts
ASSETS
Cash and cash equivalents	$	20,970		$	18,043
Accounts receivable, net		143,959			144,681
Inventories, net		90,885			105,333
Salespersons overdrafts, net of allowance of $9,625 and $12,621, respectively		30,082			27,292
Prepaid expenses and other current assets		12,824			20,309
Income tax receivable		—			1,097
Deferred income taxes		12,825			11,850
Current assets of discontinued operations		—			56,649
Total current assets		311,545			385,254
Property, plant and equipment		352,892			305,703
Less accumulated depreciation		(168,841	)		(145,122	)
Property, plant and equipment, net		184,051			160,581
Goodwill		929,158			919,638
Intangibles, net		525,796			530,669
Deferred financing costs, net		22,594			35,557
Other assets		12,432			13,181
Long-term assets of discontinued operations		—			265,519
Total assets	$	1,985,576		$	2,310,399
LIABILITIES AND STOCKHOLDER’S EQUITY
Book overdrafts	$	2,423		$	—
Short-term borrowings		77,500			—
Accounts payable		49,943			56,436
Accrued employee compensation and related taxes		34,407			41,256
Commissions payable		10,968			21,671
Customer deposits		40,157			171,258
Income taxes payable		9,911			—
Interest payable		19,303			10,650
Other accrued liabilities		22,279			23,637
Current liabilities of discontinued operations		693			34,849
Total current liabilities		267,584			359,757
Long-term debt		816,500			1,216,500
Deferred income taxes		188,428			194,925
Pension liabilities, net		17,935			21,484
Other noncurrent liabilities		32,759			33,356
Long-term liabilities of discontinued operations		—			6,696
Total liabilities		1,323,206			1,832,718
Preferred stock $.01 par value; authorized 300,000 shares; none issued and outstanding at September 29, 2007 and December 30, 2006, respectively		—			—
Common stock $.01 par value; authorized 1,000 shares; 1,000 shares issued and outstanding at September 29, 2007 and December 30, 2006		—			—
Additional paid-in-capital		646,049			648,599
Retained earnings (accumulated deficit)		15,247			(172,035	)
Accumulated other comprehensive income		1,074			1,117
Total stockholder’s equity		662,370			477,681
Total liabilities and stockholder’s equity	$	1,985,576		$	2,310,399

The accompanying notes are an integral part of the condensed consolidated financial statements.

5

VISANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine months ended
In thousands	September 29, 2007			September 30, 2006
Net income	$	185,803		$	68,203
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations		(110,902	)		(8,985	)
Depreciation		26,995			22,367
Amortization of intangible assets		36,545			37,743
Amortization of debt discount, premium and deferred financing costs		13,005			8,038
Other amortization		502			603
Deferred income taxes		(12,162	)		(16,299	)
Loss (gain) on sale of assets		555			(1,641	)
Loss on asset impairments		—			2,341
Changes in assets and liabilities:
Accounts receivable		7,539			(11,921	)
Inventories		20,145			7,038
Salespersons overdrafts		(2,582	)		314
Prepaid expenses and other current assets		7,477			980
Accounts payable and accrued expenses		(14,242	)		14,056
Customer deposits		(131,918	)		(120,944	)
Commissions payable		(11,311	)		(8,971	)
Income taxes payable/ receivable		12,006			18,518
Interest payable		8,653			9,991
Other		(4,702	)		(6,496	)
Net cash provided by operating activities of continuing operations		31,406			14,935
Net cash (used in) provided by operating activities of discontinued operations		(4,284	)		11,071
Net cash provided by operating activities		27,122			26,006
Purchases of property, plant and equipment		(49,010	)		(38,449	)
Proceeds from sale of property and equipment		1,837			10,415
Acquisition of business, net of cash acquired		(51,801	)		(53,557	)
Additions to intangibles		(245	)		—
Proceeds from disposal of discontinued operations		401,781			64,092
Other investing activities, net		57			—
Net cash provided by (used in) investing activities of continuing operations		302,619			(17,499	)
Net cash used in investing activities of discontinued operations		(5,691	)		(14,652	)
Net cash provided by (used in) investing activities		296,928			(32,151	)
Net book overdrafts		2,423			—
Net short-term borrowings		77,500			105,971
Principal payments on long-term debt		(400,000	)		(100,000	)
Distribution to stockholders		(2,552	)		(4,849	)
Net cash (used in) provided by financing activities of continuing operations		(322,629	)		1,122
Net cash used in financing activities of discontinued operations		—			—
Net cash (used in) provided by financing activities		(322,629	)		1,122
Effect of exchange rate changes on cash and cash equivalents		1,506			(436	)
Increase (decrease) in cash and cash equivalents		2,927			(5,459	)
Cash and cash equivalents, beginning of period		18,043			19,874
Cash and cash equivalents, end of period	$	20,970		$	14,415

The accompanying notes are an integral part of the condensed consolidated financial statements.

6

VISANT HOLDING CORP.

VISANT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Overview and Basis of Presentation

Overview

The Company is a marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics, and educational market segments. The Company was formed through the October 2004 consolidation of Jostens, Inc. (“Jostens”), Von Hoffmann Holdings Inc. (“Von Hoffmann” including The Lehigh Press, Inc. (“Lehigh”)) and AHC I Acquisition Corp. (“Arcade”). Jostens, Arcade and Lehigh are currently integrated into three reportable segments: Scholastic, Memory Books (formerly known as Yearbook) and Marketing and Publishing Services. Von Hoffmann was sold in May 2007. In 2007 we changed the name of our Yearbook segment to Memory Books to reflect our diversified offering of custom yearbooks, memory books and related products that help people tell their stories and chronicle important events.

Basis of Presentation

The unaudited condensed consolidated financial statements included herein are those of:

• Visant Holding Corp. and its wholly-owned subsidiaries (“Holdings”) which include Visant Corporation (“Visant”); and

• Visant and its wholly-owned subsidiaries.

There are no significant differences between the results of operations and financial condition of Visant Corporation and those of Visant Holding Corp., other than certain indebtedness of Holdings. Holdings has 10.25% senior discount notes due 2013, which had an accreted value of $220.1 million and $204.2 million as of September 29, 2007 and December 30, 2006, respectively, and $350.0 million principal amount of 8.75% senior notes due 2013.

All intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements of Holdings and Visant, and their respective subsidiaries, are presented pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) in accordance with disclosure requirements for the quarterly report on Form 10-Q. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the consolidated financial statements and footnotes included in Holdings’ and Visant’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006.

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

2. Significant Accounting Policies

Revenue Recognition

The SEC’s Staff Accounting Bulletin (“SAB”) SAB No. 104,Revenue Recognition, provides guidance on the application of accounting principles generally accepted in the United States to selected revenue recognition issues. In accordance with SAB No. 104, the Company recognizes revenue when the earnings process is complete, evidenced by an agreement between the Company and the customer, delivery and acceptance has occurred, collectibility is probable and pricing is fixed or determinable. Revenue is recognized when (1) products are shipped (if shipped FOB shipping point), (2) products are delivered (if shipped FOB destination) or (3) as services are performed as determined by contractual agreement, but in all cases only when risk of loss has transferred to the customer and the Company has no further performance obligations.

7

Cost of Products Sold

Cost of products sold primarily include the cost of paper and other materials, direct and indirect labor and related benefit costs, depreciation of production assets and shipping and handling costs.

Shipping and Handling

Net sales include amounts billed to customers for shipping and handling costs. Costs incurred for shipping and handling are recorded in cost of products sold.

Selling and Administrative Expenses

Selling and administrative expenses primarily include salaries and related benefits of sales and administrative personnel, sales commissions, amortization of intangibles and professional fees such as audit and consulting fees.

Advertising

The Company expenses advertising costs as incurred. Selling and administrative expenses included advertising expense of $3.0 million for the quarter ended September 29, 2007 and $2.5 million for the quarter ended September 30, 2006. Advertising expense totaled $6.0 million for the nine months ended September 29, 2007 and $4.7 million for the nine months ended September 30, 2006.

Warranty Costs

Provisions for warranty costs related to Jostens’ scholastic products, particularly class rings due to their lifetime warranty, are recorded based on historical information and current trends in manufacturing costs. The provision related to the lifetime warranty is based on the number of rings manufactured in the prior school year, consistent with industry standards. The provision for the lifetime warranty on rings was $0.1 million and $0.4 million for the quarters ended September 29, 2007 and September 30, 2006, respectively. For the nine months ended September 29, 2007 and September 30, 2006, the provision for the warranty was $0.2 million and $1.0 million respectively. Warranty repair costs for rings manufactured in the current school year are expensed as incurred. Accrued warranty costs included in the condensed consolidated balance sheets were approximately $0.6 million for both September 29, 2007 and December 30, 2006.

Stock-based Compensation

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) SFAS No. 123R (revised 2004),Share-Based Payment (“SFAS 123R”), which requires the recognition of compensation expense related to all equity awards granted including awards modified, repurchased, or cancelled based on the fair values of the awards at the grant date. For the three-month periods ended September 29, 2007 and September 30, 2006, the Company recognized total compensation expense related to stock options of $0.1 million and less than $0.1 million, respectively, which is included in selling, general and administrative expenses. Stock-based compensation expense totaled $0.4 million and $0.1 million for the nine-month periods ended September 29, 2007 and September 30, 2006, respectively. Refer to Note 15,Stock-based Compensation, for further details.

Mezzanine Equity

Certain management stockholder agreements contain a repurchase feature whereby Holdings is obligated, under certain circumstances such as death and disability (as defined in the agreements), to repurchase the common equity from the holder and settle amounts in cash. In accordance with SAB No. 107,Share-Based Payment, such equity instruments are considered temporary equity and have been classified as mezzanine equity in the balance sheets as of September 29, 2007 and December 30, 2006.

Recent Accounting Pronouncements

Effective at the beginning of fiscal 2007, we adopted FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes(“FIN 48”), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109,Accounting for Income Taxes. FIN 48 requires applying a “more likely than

8

not” threshold to the recognition and derecognition of tax positions. In connection with the adoption of FIN 48, the Company made a change in accounting principle for the classification of interest income on tax refunds. Under the previous policy, the Company recorded interest income on tax refunds as interest income. Under the new policy, any interest income in connection with income tax refunds is recorded as a reduction of income tax expense. In addition, since the adoption of FIN 48, all interest and penalties on income tax assessments have been recorded as income tax expense and included as part of the Company’s unrecognized tax benefit liability. The unrecognized tax benefit liability at December 31, 2006, the date of adoption of FIN 48, was $12.4 million including $1.9 million of gross interest and penalty accruals. Refer to Note 13,Income Taxes,for further details.

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements (“SFAS No. 157”), which establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS No. 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined in the standard. SFAS No. 157 is effective as of the beginning of the Company’s 2008 fiscal year. The Company is currently assessing the impact of SFAS No. 157 in the financial statements.

In September 2006, the FASB issued SFAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS No. 158”). SFAS No. 158 requires: the recognition of the funded status of a benefit plan in the balance sheet; the recognition in other comprehensive income of gains or losses and prior service costs or credits arising during the period but which are not included as components of periodic benefit cost; the measurement of defined benefit plan assets and obligations as of the balance sheet date; and disclosure of additional information about the effects on periodic benefit cost for the following fiscal year arising from delayed recognition in the current period. In addition, SFAS No. 158 amends SFAS No. 87,Employers’ Accounting for Pensions, and SFAS No. 106,Employers’ Accounting for Postretirement Benefits Other Than Pensions, to include guidance regarding selection of assumed discount rates for use in measuring the benefit obligation. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2007. The requirement to measure the plan assets and benefit obligations as of the balance sheet date is effective for fiscal years ending after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 158 in the financial results, however, based on the funded status of the Company’s pension and postretirement plans and the pension assumptions as of the measurement date, the Company anticipates that it will record an increase to prepaid pension asset of approximately $51 million, an increase to deferred income tax liability of approximately $18 million and an increase of approximately $33 million in Accumulated Other Comprehensive Income at the end of fiscal 2007.

In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective as of the beginning of the Company’s 2008 fiscal year. The Company is currently assessing the impact of SFAS No. 159 in the financial statements.

3. The Transactions

On October 4, 2004, an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and affiliates of DLJ Merchant Banking Partners completed a series of transactions which created a marketing and publishing services enterprise, servicing the school affinity, direct marketing, fragrance and cosmetics sampling and educational publishing market segments through the consolidation of Jostens, Von Hoffmann and Arcade (the “Transactions”).

Prior to the Transactions, Von Hoffmann and Arcade were each controlled by affiliates of DLJ Merchant Banking Partners II, L.P. (“DLJMBP II”), and DLJ Merchant Banking Partners III, L.P. (“DLJMBP III”) owned approximately 82.5% of Holdings’ outstanding equity, with the remainder held by other co-investors and certain members of management. Upon consummation of the Transactions, an affiliate of KKR invested $256.1 million and was issued equity interests representing approximately 49.6% of the voting interest and 45.0% of the economic interest of Holdings, and affiliates of DLJMBP III held equity interests representing approximately 41.0% of the voting interest and 45.0% of the economic interest of Holdings, with the remainder held by other co-investors and certain members of management. After giving effect to the issuance of equity to additional members of management, as of September 29, 2007, affiliates of KKR and DLJMBP III (the “Sponsors”) held approximately 49.0% and 41.0%, respectively, of the voting interest of Holdings, while each continued to hold approximately 44.6% of the economic interest of Holdings. As of September 29, 2007, the other co-investors held approximately 8.4% of the voting interest and 9.1% of the economic interest of Holdings, and members of management held approximately 1.6% of the voting interest and approximately 1.7% of the economic interest of Holdings.

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4. Restructuring Activity and Other Special Charges

Restructuring Activity

Special charges for the third quarter ended September 29, 2007 represent $0.2 million of severance and related benefits for headcount reductions of eight employees in the Marketing and Publishing Services segment.

Special charges for the nine months ended September 29, 2007 represent $0.2 million of severance and related benefits offset by a reversal of less than $0.1 million for severance and related benefit costs associated with headcount reductions in the Scholastic and Memory Books segments. The headcount reductions associated with these charges were eight employees in the Marketing and Publishing Services segment.

Special charges for the nine months ended September 30, 2006 included $2.3 million relating to an impairment loss to reduce the carrying value of the former Jostens’ corporate office buildings, which were sold, and approximately $0.3 million of special charges for severance and related benefit costs associated with headcount reductions. Headcount reductions associated with these charges were eight employees for Scholastic, two employees for Memory Books and three employees for the Marketing and Publishing Services segment.

Restructuring accruals of $0.7 million and $1.4 million as of September 29, 2007 and December 30, 2006, respectively, are included in other accrued liabilities in the condensed consolidated balance sheets. The accruals include amounts provided for severance related to reductions in corporate and administrative employees from the Scholastic, Memory Books and the Marketing and Publishing Services segments.

On a cumulative basis through September 29, 2007, the Company incurred $17.7 million of employee severance costs related to initiatives during the period from 2004 to September 29, 2007, which affected an aggregate of 262 employees. As of September 29, 2007, the Company had paid $17.0 million in cash related to these initiatives.

Changes in the restructuring accruals during the first nine months of 2007 were as follows:

In thousands	2007 Initiatives			2006 Initiatives			2005 Initiatives			2004 Initiatives			Total
Balance at December 30, 2006	$	—		$	513		$	111		$	755		$	1,379
Restructuring charges		236			(41	)		—			—			195
Severance paid		(154	)		(372	)		(72	)		(324	)		(922	)
Balance at September 29, 2007	$	82		$	100		$	39		$	431		$	652

The Company expects the majority of the remaining severance related to the 2004, 2005, 2006 and 2007 initiatives to be paid by the end of 2008.

5. Acquisitions

On March 16, 2007, the Company acquired all of the outstanding capital stock of Neff Holding Company and its wholly owned subsidiary Neff Motivation, Inc. (“Neff”) for approximately $30.5 million in cash, including cash on hand of $3.0 million. Neff is a leading single source provider of custom award programs and apparel, including chenille letters and letter jackets, to the scholastic market segment.

On June 14, 2007, the Company acquired all of the outstanding capital stock of Visual Systems, Inc. (“VSI”), a leading supplier in the overhead transparency and book component business. The Company acquired VSI for approximately $25.1 million (including a payment of $0.9 million to be made in 2009). VSI is a market leader in providing overhead transparencies for a variety of publishers, including through key relationships in the educational market segment. VSI also provides a variety of other visual communication products, including cover components, teaching aids and inserts and overlays. VSI does business under the name of Lehigh Milwaukee.

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The acquisitions were accounted for as purchases in accordance with the provisions of SFAS No. 141,Business Combinations (“SFAS 141”). The costs of the acquisitions were allocated to the tangible and intangible assets acquired and liabilities assumed based upon their relative fair values as of the date of the acquisition.

The results of these acquired operations have been included in the condensed consolidated financial statements since the respective dates of acquisition.

The allocation of the aggregate purchase price for the Neff and VSI acquisitions were as follows:

In thousands	September 29, 2007
Current assets	$	16,031
Property, plant and equipment		9,173
Intangible assets		26,800
Goodwill		15,620
Long-term assets		131
Current liabilities		(6,369	)
Long-term liabilities		(5,672	)
	$	55,714

In connection with the purchase accounting related to the acquisition of Neff and VSI, the intangible assets and goodwill approximated $26.8 million and $15.6 million, respectively, which consisted of:

In thousands	September 29, 2007
Customer relationships	$	16,840
Tradenames		8,650
Restrictive covenants		1,310
Goodwill		15,620
	$	42,420

Customer relationships will be amortized over a ten-year period. The restrictive covenants will be amortized over the average life of the respective agreements, of which the average term is two years.

The results of Neff operations are reported as part of the Scholastic segment from the acquisition date, and as such, all of its goodwill will be allocated to that segment. None of the goodwill will be amortizable for tax purposes. The results of VSI are included in the Marketing and Publishing services segment from the acquisition date, and substantially all of the goodwill will be fully amortizable for tax purposes.

These acquisitions, both individually and in the aggregate, were not material to the Company’s operations, financial positions or cash flows.

6. Discontinued Operations

During the second quarter of 2006, the Company consummated the sale of its Jostens Photography businesses, which previously comprised a reportable segment. The sale closed on June 30, 2006 with the Company recognizing an aggregate $0.2 million net loss on the transaction and aggregate net proceeds of $64.1 million. Accordingly, this business has been reported as discontinued operations for all periods presented.

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In May 2007, the Company completed the sale of its Von Hoffmann Holdings Inc., Von Hoffmann Corporation and Anthology, Inc. businesses (“Von Hoffmann businesses”) which had previously been classified as assets held for sale. The Von Hoffmann businesses previously comprised the Educational Textbook segment and a portion of the Marketing and Publishing Services segment. The operations of the Von Hoffmann businesses, through the date of sale, are reported as discontinued operations in the condensed consolidated financial statements for all periods presented. The Company recognized net proceeds of $401.8 million and a gain of $98.4 million on the transaction during the second quarter of 2007.

The results of the Jostens Photography and the Von Hoffmann businesses have been reclassified on the condensed consolidated statement of operations and are included in the caption titled “Income from discontinued operations, net of tax.” Previously the results of these businesses included certain allocated corporate costs, which have been reallocated to the remaining continuing operations.

Included in income from discontinued operations in the condensed consolidated statements of operations are the following:

	Three months ended					Nine months ended
In thousands	September 29, 2007		September 30, 2006			September 29, 2007		September 30, 2006
Net sales from discontinued operations	$	—	$	73,872		$	109,351	$	252,786
Pretax income from discontinued operations		—		5,115			20,397		14,501
Income tax provision from discontinued operations		—		1,132			7,925		4,857
Net operating income from discontinued operations		—		3,983			12,472		9,644
(Loss) gain on sale of businesses, net of tax		—		(460	)		98,430		(659	)
Income from discontinued operations, net of tax		—	$	3,523		$	110,902	$	8,985

The Jostens Photography and Von Hoffmann businesses have been classified in the condensed consolidated balance sheets as discontinued operations. The major classes of assets and liabilities of the discontinued operations are summarized as follows:

In thousands	September 29, 2007		December 30, 2006
Assets:
Accounts receivable, net	$	—	$	32,338
Inventories, net		—		22,809
Prepaid expenses and other current assets		—		1,502
Total current assets of discontinued operations		—		56,649
Property, plant and equipment, net		—		91,567
Goodwill		—		173,952
Total assets of discontinued operations	$	—	$	322,168
Liabilities:
Accounts payable	$	—	$	13,641
Accrued employee compensation and related taxes		—		5,797
Commissions payable		—		456
Customer deposits		—		1,291
Other accrued liabilities		693		13,664
Total current liabilities of discontinued operations		693		34,849
Other noncurrent liabilities		—		6,696
Total liabilities of discontinued operations	$	693	$	41,545

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At December 30, 2006, other accrued liabilities included $1.7 million related to the Jostens Recognition business, which was discontinued in 2001. In March 2007, the Company determined that, based on the nature of the liabilities, it is not likely to have any further ongoing obligations, and therefore there are no amounts related to the Jostens Recognition businesses in the accompanying balance sheets as of September 29, 2007.

7. Comprehensive (Loss) Income

The following amounts were included in determining comprehensive (loss) income for Holdings as of the dates indicated:

	Three Months Ended						Nine Months Ended
In thousands	September 29, 2007			September 30, 2006			September 29, 2007			September 30, 2006
Net (loss) income	$	(10,805	)	$	(12,046	)	$	160,457		$	48,582
Change in cumulative translation adjustment		132			4			(43	)		252
Comprehensive (loss) income	$	(10,673	)	$	(12,042	)	$	160,414		$	48,834

The following amounts were included in determining comprehensive (loss) income for Visant as of the dates indicated:

	Three Months Ended						Nine Months Ended
In thousands	September 29, 2007			September 30, 2006			September 29, 2007			September 30, 2006
Net (loss) income	$	(2,795	)	$	(4,276	)	$	185,803		$	68,203
Change in cumulative translation adjustment		132			4			(43	)		252
Comprehensive (loss) income	$	(2,663	)	$	(4,272	)	$	185,760		$	68,455

8. Accounts Receivable and Inventories

Accounts receivable, net, was comprised of the following:

In thousands	September 29, 2007			December 30, 2006
Trade receivables	$	152,691		$	154,685
Allowance for doubtful accounts		(3,298	)		(2,726	)
Allowance for sales returns		(5,434	)		(7,278	)
Accounts receivable, net	$	143,959		$	144,681

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Net inventories were comprised of the following:

In thousands	September 29, 2007		December 30, 2006
Raw materials and supplies	$	27,573	$	31,814
Work-in-process		27,249		34,142
Finished goods		36,055		39,369
		90,877		105,325
LIFO reserve		8		8
Inventories, net	$	90,885		105,333

Precious Metals Consignment Arrangement

The Company has a precious metals consignment agreement with a major financial institution whereby it currently has the ability to obtain up to $32.5 million in consigned inventory. As required by the terms of the consignment agreement, the Company does not take title to consigned inventory until payment. Accordingly, the Company does not include the value of consigned inventory or the corresponding liability in its financial statements. The value of consigned inventory at September 29, 2007 and December 30, 2006, was $25.3 million and $16.4 million, respectively. The consignment agreement does not have a stated term and can be terminated by either party upon 60 days written notice. Additionally, the Company expensed consignment fees related to this facility of $0.1 million and $0.2 million for the three months ended September 29, 2007 and September 30, 2006, respectively. The consignment fees expensed for the nine months ended September 29, 2007 and September 30, 2006 were $0.3 million and $0.5 million, respectively.

9. Goodwill and Other Intangible Assets

The change in the carrying amount of goodwill is as follows:

	September 29,
In thousands	2007
Balance at beginning of period	$	919,638
Additions to goodwill		15,971
Reduction in goodwill		(6,633	)
Currency translation		182
	$	929,158

Additions to goodwill during the nine months ended September 29, 2007 primarily relates to goodwill acquired in the acquisition of Neff of approximately $12.5 million and the goodwill acquired in the acquisition of VSI of approximately $3.1 million. Neff’s results are included in the Scholastic reporting segment from the date of acquisition, and VSI’s results are included in the Marketing and Publishing Services reporting segment from the date of acquisition. A reduction in goodwill of $2.3 million resulted from the adoption of FIN 48 for a pre-acquisition tax uncertainty in connection with the Jostens merger transaction in July 2003, and a further reduction in goodwill of $4.3 million related to a settlement of a pre-acquisition tax contingency.

As of September 29, 2007, goodwill had been allocated to reporting segments as follows:

	September 29,
In thousands	2007
Scholastic	$	303,922
Memory Books		389,545
Marketing and Publishing Services		235,691
	$	929,158

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Information regarding other intangible assets, as of the dates indicated, is as follows:

		September 29, 2007							December 30, 2006
In thousands	Estimated useful life	Gross carrying amount		Accumulated amortization			Net		Gross carrying amount		Accumulated amortization			Net
School relationships	10 years	$	330,000	$	(137,816	)	$	192,184	$	330,000	$	(113,161	)	$	216,839
Internally developed software	2 to 5 years		12,200		(11,623	)		577		12,200		(10,454	)		1,746
Patented/unpatented technology	3 years		19,774		(15,714	)		4,060		19,767		(15,109	)		4,658
Customer relationships	4 to 40 years		53,535		(12,069	)		41,466		36,509		(9,746	)		26,763
Other	3 to 10 years		67,799		(33,120	)		34,679		61,410		(24,927	)		36,483
			483,308		(210,342	)		272,966		459,886		(173,397	)		286,489
Tradenames	Indefinite		252,830		—			252,830		244,180		—			244,180
		$	736,138	$	(210,342	)	$	525,796	$	704,066	$	(173,397	)	$	530,669

Amortization expense related to other intangible assets was $12.4 million and $12.1 million for the three months ended September 29, 2007 and September 30, 2006, respectively. For the nine months ended September 29, 2007 and September 30, 2006, amortization expense related to other intangible assets was $36.5 million and $37.7 million, respectively.

Based on intangible assets in service as of September 29, 2007, estimated amortization expense for the remainder of 2007 and each of the five succeeding fiscal years is $12.4 million, $47.3 million, $42.9 million, $41.4 million, $39.1 million, and $38.5 million, respectively.

10. Long-Term Debt

Long-term debt consists of the following:

In thousands	September 29, 2007		December 30, 2006
Holdings:
Senior discount notes, 10.25% fixed rate, net of discount of $27,136 and $43,043 at September 29, 2007 and December 30, 2006, respectively, with semi-annual interest accretion through December 1, 2008, thereafter semi-annual and payable at maturity - December 2013	$	220,064	$	204,157
Senior notes, 8.75% fixed rate, with semi-annual interest payments of $15.3 million, principal due and payable at maturity - December 2013		350,000		350,000
Visant:
Borrowings under our senior secured credit facility:
Term Loan C, variable rate, 7.19% at September 29, 2007 and 7.37% at December 30, 2006, with semi-annual principal and interest payments through October 1, 2011		316,500		716,500
Senior subordinated notes, 7.625% fixed rate, with semi-annual interest payments of $19.1 million, principal due and payable at maturity - October 2012		500,000		500,000
		1,386,564		1,770,657
Less current portion		—		—
	$	1,386,564	$	1,770,657

In connection with the Transactions, Visant entered into senior secured credit facilities, providing for an aggregate amount of $1,270 million, including a $250 million revolving credit facility, and issued $500 million aggregate principal amount of 7.625% senior subordinated notes. Also in connection with the Transactions, Jostens, Von Hoffmann and Arcade repaid their existing indebtedness having an aggregate face value of $1,392.6 million, including the redemption value of certain remaining redeemable preferred stock.

Visant’s obligations under the senior secured credit facilities are unconditionally and irrevocably guaranteed jointly and severally by Visant Secondary Holdings Corp., a direct wholly-owned subsidiary of Holdings and the direct parent of Visant,

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and by Visant’s material current and future domestic subsidiaries. The obligations of Visant’s principal Canadian operating subsidiary under the senior secured credit facilities are unconditionally and irrevocably guaranteed jointly and severally by Visant Secondary Holdings Corp., Visant, Visant’s material current and future domestic subsidiaries and Visant’s other current and future Canadian subsidiaries. Visant’s obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured by substantially all of Visant’s assets and substantially all of the assets of Visant Secondary Holdings Corp. and Visant’s material current and future domestic subsidiaries, including but not limited to:

• all of Visant’s capital stock and the capital stock of each of Visant’s existing and future direct and indirect subsidiaries, except that with respect to foreign subsidiaries such lien and pledge is limited to 65% of the capital stock of “first-tier” foreign subsidiaries; and

• substantially all of Visant’s material existing and future domestic subsidiaries’ tangible and intangible assets.

The obligations of Jostens Canada Ltd. under the senior secured credit facilities, and the guarantees of those obligations, are secured by the collateral referred to in the prior paragraph and substantially all of the tangible and intangible assets of Jostens Canada Ltd. and each of Visant’s other current and future Canadian subsidiaries.

Amounts borrowed under the term loan facilities that are repaid or prepaid may not be reborrowed. Visant’s senior secured facilities allow us, subject to certain conditions, to incur additional term loans under the term loan C facility, or under a new term facility, in either case in an aggregate principal amount of up to $300 million, which additional term loans will have the same security and guarantees as the term C loan facility.

The senior secured credit facilities require Visant to meet a maximum total leverage ratio, a minimum interest coverage ratio and a maximum capital expenditures limitation. In addition, the senior secured credit facilities contain certain restrictive covenants which will, among other things, limit Visant’s and its subsidiaries’ ability to incur additional indebtedness, pay dividends, prepay subordinated debt, make investments, merge or consolidate, change the business, amend the terms of Visant’s subordinated debt and engage in certain other activities customarily restricted in such agreements. It also contains certain customary events of default, subject to grace periods, as appropriate.

The dividend restrictions under the Visant senior secured credit facilities apply only to Visant and Visant Secondary Holdings Corp., and essentially prohibit all dividends other than (1) for dividends paid on or after April 30, 2009 and used by Holdings to make regularly-scheduled cash interest payments on its senior discount notes, subject to compliance with the interest coverage covenant after giving effect to such dividends, (2) for other dividends so long as the amount thereof does not exceed $50 million plus an additional amount based on Visant’s net income and the amount of any capital contributions received by Visant after October 4, 2004, and (3) pursuant to other customary exceptions, including redemptions of stock made with other, substantially similar stock or with proceeds of concurrent issuances of substantially similar stock.

The indentures governing Visant’s senior subordinated notes and Holdings’ senior discount notes and senior notes also contain numerous covenants including, among other things, restrictions on the ability to: incur or guarantee additional indebtedness or issue disqualified or preferred stock; pay dividends or make other equity distributions; repurchase or redeem capital stock; make investments or other restricted payments; sell assets or consolidate or merge with or into other companies; create limitations on the ability of restricted subsidiaries to make dividends or distributions to its parent company; engage in transactions with affiliates; and create liens.

Visant’s senior subordinated notes are guaranteed, jointly and severally, on a senior subordinated unsecured basis, by each of Visant’s material current and future domestic subsidiaries. The indenture governing Visant’s senior subordinated notes restricts Visant and its restricted subsidiaries from paying dividends or making any other distributions on account of Visant’s or any restricted subsidiary’s equity interests (including any dividend or distribution payable in connection with any merger or consolidation) other than (1) dividends or distributions by Visant payable in equity interests of Visant or in options, warrants or other rights to purchase equity interests or (2) dividends or distributions by a restricted subsidiary, subject to certain exceptions.

The indentures governing Holdings’ senior discount notes and senior notes restrict Holdings and its restricted subsidiaries from declaring or paying dividends or making any other distribution (including any payment by Holdings or any restricted subsidiary of Holdings in connection with any merger or consolidation involving Holdings or any of its restricted subsidiaries) on account of Holdings’ or any of its restricted subsidiaries’ equity interests (other than dividends or distributions payable in certain equity interests and dividends payable to Holdings or any restricted subsidiary of Holdings), subject to certain exceptions.

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Visant’s senior secured credit facilities and the Visant and Holdings notes contain certain cross-default and cross-acceleration provisions whereby a default under or acceleration of other debt obligations would cause a default under or acceleration of the senior secured credit facilities and the notes.

A failure to comply with the covenants under the senior secured credit facilities, subject to certain grace periods, would constitute a default under the senior secured credit facilities, which could result in an acceleration of the loans and other obligations owing thereunder. As of September 29, 2007, the Company was in compliance with all covenants under its material debt obligations.

During the second quarter of 2007, the Company voluntarily prepaid $400.0 million of term loans under its senior secured credit facilities, including all originally scheduled principal payments due under its term loan C facility for 2006-2011.

As of September 29, 2007, there was $77.5 million outstanding in the form of short-term borrowings under the senior secured credit facilities that relate to our revolving line of credit, at a weighted average interest rate of 7.5% and an additional $15.4 million outstanding in the form of letters of credit, leaving $157.1 million available under the Visant $250.0 million revolving credit facility.

11. Derivative Financial Instruments and Hedging Activities

The Company may enter into or purchase derivative financial instruments principally to manage interest rate, foreign currency exchange and commodities exposures. Forward foreign currency exchange contracts may be used to hedge the impact of currency fluctuations primarily on inventory purchases denominated in Euros. At September 29, 2007, there were no contracts related to these activities outstanding.

12. Commitments and Contingencies

Forward Purchase Contracts

The Company is subject to market risk associated with changes in the price of precious metals. To mitigate the commodity price risk, the Company may from time to time enter into forward contracts to purchase gold, platinum and silver based upon the estimated ounces needed to satisfy projected customer demand. The purchase commitment at September 29, 2007 was $13.6 million with delivery dates occurring throughout the remainder of 2007. These forward purchase contracts are considered normal purchases and therefore not subject to the requirements of SFAS No. 133,Accounting for Derivatives and Hedging Activities. The fair market value of the open precious metal forward contracts at September 29, 2007 was $15.3 million based on quoted futures prices for each contract.

Environmental

Our operations are subject to a wide variety of federal, state, local and foreign laws and regulations governing emissions to air, discharges to water, the generation, handling, storage, transportation, treatment and disposal of hazardous substances and other materials, and employee health and safety matters. Compliance with such laws and regulations has become more stringent and, accordingly, more costly over time.

Also, as an owner and operator of real property or a generator of hazardous substances, we may be subject to environmental cleanup liability, regardless of fault, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act or analogous state laws, as well as to claims for harm to health or property or for natural resource damages arising out of contamination or exposure to hazardous substances. Some of our current or past operations have involved metalworking and plating, printing, and other activities that have resulted in environmental conditions that have given rise to liabilities.

As part of our environmental management program, we have been involved in environmental remediation on a property formerly owned and operated by Jostens for jewelry manufacturing. Although Jostens no longer owns the site, Jostens managed the remediation project, which began in 2000. As of September 29, 2007, Jostens had made payments totaling $8.1 million for remediation at this site. During 2001, Jostens received reimbursement from its insurance carrier in the amount of $2.7 million, net of legal costs. In July 2006, the State of Illinois Environmental Protection Agency issued a “No Further Remediation” letter with respect to this site. Jostens has certain ongoing monitoring obligations. We do not expect the cost of such ongoing monitoring to be material.

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While Jostens may have an additional right of contribution or reimbursement under insurance policies, amounts recoverable from other entities with respect to a particular site are not considered until recoveries are deemed probable.

Legal Proceedings

In communications with U.S. Customs and Border Protection (“Customs”), we learned of an alleged inaccuracy of the tariff classification for certain of Jostens’ imports from Mexico. Jostens promptly filed with Customs a voluntary disclosure to limit its monetary exposure. The effect of these tariff classification errors is that back duties and fees (or “loss of revenue”) may be owed on certain imports. Additionally, Customs may impose interest on the loss of revenue, if any is determined. A review of Jostens’ import practices has revealed that during the relevant period, the subject merchandise qualified for duty-free tariff treatment under the North American Free Trade Agreement (“NAFTA”), in which case there should be no loss of revenue or interest payment owed to Customs. However, Customs’ allegations indicate that Jostens committed a technical oversight in the classification used by Jostens in claiming the preferential tariff treatment. Through its prior disclosure to Customs, Jostens addressed this technical oversight and asserted that the merchandise did in fact qualify for duty-free tariff treatment under NAFTA and that there is no associated loss of revenue. In a series of communications received from Customs in December 2006, Jostens learned that Customs was disputing the validity of Jostens’ prior disclosure and asserting a loss of revenue in the amount of $2.9 million for duties owed on entries made in 2002 and 2003 and in a separate pre-penalty notice was advised that Customs was contemplating a monetary penalty in the amount of approximately $5.8 million (two times the alleged loss of revenue). In order to obtain the benefits of the orderly continuation and conclusion of administrative proceedings, Jostens agreed to a two-year waiver of the statute of limitations with respect to the entries made in 2002 and 2003 that otherwise would have expired at the end of 2007 and 2008, respectively. Jostens elected to continue to address this matter by filing a petition in response to the pre-penalty notice in January 2007, disputing Customs’ claims and advancing its arguments to support the position that no loss of revenue or penalty should be issued against the Company, or in the alternative, that any penalty based on a purely technical violation should be reduced to a nominal fixed amount reflective of the nature of the violation. In May 2007, Customs issued a penalty notice assessing a loss of revenue (plus interest) and penalty as described above based on asserted negligence by Jostens. In July 2007, Jostens filed a petition in response to the penalty notice challenging Customs’ findings and asserting that there has been no loss of revenue and that no penalty should be issued against Jostens or that, in the alternative, any penalty should be reduced to a nominal fixed amount reflective of the nature of the violation or mitigated on the basis that the imports at issue are nonetheless duty free. At this stage of the proceedings, the matter is being evaluated by Customs. In October 2007, based on recent court rulings, Jostens presented additional arguments for Customs’ consideration supporting that the subject imports at the time of entry were entitled to duty free status. Jostens intends to continue to vigorously defend its position and has recorded no accrual for any potential liability pending further communication with Customs. Jostens has the opportunity to extend an offer in compromise to Customs in an effort to settle this matter in advance of a final administrative decision. If Jostens were to do so, it would be required to tender the amount offered to Customs at the time. It is not clear what Customs’ final position will be with respect to the alleged tariff classification errors or that Jostens will not be foreclosed from receiving duty free treatment for the subject imports. Jostens may not be successful in its defense, and the disposition of this matter may have a material effect on our business, financial condition and results of operations.

We are also a party to other litigation arising in the normal course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. We do not believe the effect on our business, financial condition and results of operations, if any, for the disposition of these matters will be material.

13. Income Taxes

The Company has recorded income tax provisions for the nine months ended September 29, 2007 based on its best estimate of the consolidated effective tax rate applicable for the entire 2007 fiscal year. The estimated 2007 fiscal year consolidated effective tax rates were 37.0% and 36.9% for Holdings and Visant, respectively, before consideration of the effect of $1.2 million of tax and interest accruals for unrecognized tax benefits and other income tax adjustments considered a period expense or benefit. The combined effect of the annual estimated consolidated tax rates and the net current period tax adjustments resulted in effective tax rates of 38.5% and 38.3% for Holdings and Visant, respectively, for the nine-month period ended September 29, 2007. The annual estimated effective tax rates for fiscal year 2007 were favorably affected by an increase in the rate of deduction for the U.S. domestic manufacturing deduction. Tax and interest accruals considered a period expense or benefit unfavorably affected the tax rate and included adjustments under FIN 48, adjustments to reflect the filing of the Company’s 2006 income tax returns, and adjustments to reflect certain changes in state income tax laws.

18

For the comparable nine-month period ended September 30, 2006, the effective rates of income tax expense for Holdings and Visant were 38.5% and 37.7%, respectively. These rates reflect a lower rate of deduction during the nine-month period in 2006 for the U.S. domestic manufacturing deduction and do not include the effect of period adjustments recorded in the comparable 2007 period.

In June 2006, the FASB issued FIN 48 which requires application of a “more likely than not” threshold to the financial statement recognition and derecognition of tax positions taken by the Company in its income tax filings. Using the more likely than not standard under current tax law, FIN 48 requires that tax benefit recognition be adjusted to reflect the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

In connection with the adoption of FIN 48, the Company made a change in accounting principle for the classification of interest income on tax refunds and tax-related interest expense and penalties. Under the previous policy, the Company recorded interest income on tax refunds as interest income. Under the new policy, any interest income in connection with income tax refunds is recorded as a reduction of income tax expense. In addition, the Company’s previous accounting policy was to report tax-related interest expense and penalties either as income tax expense in the case of uncertain tax positions or as interest expense in the case of routine tax assessments. Since the adoption of FIN 48, all interest and penalties on income tax assessments have been recorded as income tax expense and included as part of the Company’s unrecognized tax benefit liability.

The unrecognized tax benefit liability at December 31, 2006, the date of the Company’s adoption of FIN 48, was $12.4 million, including $1.9 million of gross interest and penalty accruals. In connection with such adoption, the Company recorded a $1.4 million increase to beginning retained earnings and a $2.3 million decrease to goodwill, with a corresponding reduction of $3.7 million in the existing reserve balance for uncertain tax positions. These adjustments were required to adjust from the Company’s previous method of accounting for income tax loss contingencies under SFAS No. 5,Accounting for Contingencies, to the method prescribed under FIN 48. The adjustment to goodwill relates to a pre-acquisition tax uncertainty in connection with the Jostens merger transaction in July 2003. As of December 31, 2006, the date of adoption of FIN 48, the amount of the Company’s unrecognized tax benefit that, if recognized, would affect the effective tax rate, was $6.1 million excluding gross interest and penalty accruals of $1.9 million. During the three months ended September 29, 2007, the Company reduced its unrecognized tax benefit liability by $5.5 million. Approximately $4.3 million of the total decrease reduced goodwill because the tax position related to a pre-acquisition tax contingency. The remaining portion of the reduction represented gross interest accruals which decreased income tax expense by $0.6 million net of deferred income tax.

As of the date of adoption of FIN 48, the Company’s income tax filings for 2004 to 2006 were subject to examination in the U.S federal tax jurisdiction. The Internal Revenue Service is examining two pre-acquisition tax filings for one of the Company’s subsidiaries for periods in 2004 and the Company’s consolidated tax filing for 2005. The Company is also subject to examinations in state and foreign tax jurisdictions for the 2002 to 2006 periods, none of which are expected to be material. The Company has filed appeals for a Canadian federal examination of tax years 1996 and 1997. Though subject to uncertainty, the Company believes it has made appropriate provisions for all outstanding issues for all open years and in all applicable jurisdictions. During the next twelve months, the Company does not expect that there will be a significant change in the unrecognized tax benefit liability.

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14. Pension and Other Postretirement Benefit Plans

Net periodic benefit cost for pension and other postretirement benefit plans is presented below:

	Pension benefits						Postretirement benefits
	Three months ended						Three months ended
In thousands	September 29, 2007			September 30, 2006			September 29, 2007			September 30, 2006
Service cost	$	1,602		$	1,651		$	3		$	5
Interest cost		3,903			3,747			38			49
Expected return on plan assets		(6,044	)		(5,653	)		—			—
Amortization of prior year service cost		(199	)		(120	)		(69	)		(70	)
Amortization of net actuarial loss		—			—			9			24
Net periodic benefit (income) expense	$	(738	)	$	(375	)	$	(19	)	$	8

	Pension benefits						Postretirement benefits
	Nine months ended						Nine months ended
In thousands	September 29, 2007			September 30, 2006			September 29, 2007			September 30, 2006
Service cost	$	4,806		$	4,953		$	9		$	15
Interest cost		11,709			11,241			114			147
Expected return on plan assets		(18,132	)		(16,959	)		—			—
Amortization of prior year service cost		(597	)		(360	)		(207	)		(210	)
Amortization of net actuarial loss		—			—			27			72
Net periodic benefit (income) expense	$	(2,214	)	$	(1,125	)	$	(57	)	$	24

As of December 30, 2006, the Company did not expect to have an obligation to contribute to its qualified pension plans in 2007 due to the funded status of the plans. This estimate has not changed as of September 29, 2007. For the nine months ended September 29, 2007, the Company did not make any contributions to the qualified pension plans and contributed $1.4 million and $0.2 million to its non-qualified pension plans and postretirement welfare plans, respectively. These payments to the non-qualified pension and postretirement welfare plans are consistent with the expected amounts disclosed as of December 30, 2006.

15. Stock-based Compensation

The 2003 Stock Incentive Plan (the “2003 Plan”) was approved by the Board of Directors and effective as of October 30, 2003. The 2003 Plan permits us to grant key employees and certain other persons stock options and stock awards and provides for a total of 288,023 shares of common stock for issuance of options and awards to employees of the Company and a total of 10,000 shares of common stock for issuance of options and awards to directors and other persons providing services to the Company. The maximum grant to any one person shall not exceed in the aggregate 70,400 shares. We do not currently intend to make any additional grants under the 2003 Plan. Option grants consist of “time options”, which vest and become exercisable in annual installments over the first five years following the date of grant, and/or “performance options”, which vest and become exercisable over the first five years following the date of grant at varying levels based on the achievement of certain EBITDA targets, and in any event by the eighth anniversary of the date of grant. The performance vesting includes certain carryforward provisions if targets are not achieved in a particular fiscal year and performance in a subsequent fiscal year satisfies cumulative performance targets, subject to certain conditions. Upon the occurrence of a “change in control” (as defined in the 2003 Plan), the unvested portion of any time option will immediately become vested and exercisable, and the vesting and exercisability of the unvested portion of any performance option may accelerate depending on the timing of the change of control and return on the equity investment by DLJMBP III in the Company as provided under the 2003 Plan. A “change in control” under the 2003 Plan is defined as: (1) any person or other entity (other than any of Holdings’ subsidiaries), including any “person” as defined in Section 13(d)(3) of the Exchange Act, other than certain of the DLJMBP Funds or affiliated parties thereof becoming the beneficial owner, directly or indirectly, in a single transaction or a series of related transactions, by way of merger, consolidation or other business combination, of securities of Holdings representing

20

more than 51% of the total combined voting power of all classes of capital stock of Holdings (or its successor) normally entitled to vote for the election of directors of Holdings or (2) the consummation of the sale of all or substantially all of the property or assets of Holdings to any unaffiliated person or entity other than one of Holdings’ subsidiaries. The Transactions did not constitute a change of control under the 2003 Plan. Options issued under the 2003 Plan expire on the tenth anniversary of the grant date. The shares underlying the options are subject to certain transfer and other restrictions set forth in that certain Stockholders Agreement dated July 29, 2003, by and among the Company and certain holders of the capital stock of the Company. Participants under the 2003 Plan are also subject to certain restrictive covenants with respect to confidential information of the Company and non-competition in connection with their receipt of options.

All outstanding options to purchase Holdings’ common stock continued following the closing of the Transactions. In connection with the Transactions, all outstanding options to purchase Von Hoffmann and Arcade common stock were cancelled and extinguished. Consideration paid in respect of the Von Hoffmann options was an amount equal to the difference between the per share merger consideration in the Transactions and the exercise price therefor. No consideration was paid in respect of the Arcade options.

In connection with the closing of the Transactions, we established the 2004 Stock Option Plan, which permits us to grant key employees and certain other persons of the Company and its subsidiaries various equity-based awards, including stock options and restricted stock. The plan, currently known as the Third Amended and Restated 2004 Stock Option Plan for Key Employees of Visant Holding Corp. and Subsidiaries (the “2004 Plan”), provides for the issuance of a total of 510,230 shares of Holdings Class A Common Stock. As of September 29, 2007 there were 54,626 shares available for grant under the 2004 Plan. Shares related to grants that are forfeited, terminated, cancelled or expire unexercised become available for new grants. Under his employment agreement, Mr. Marc L. Reisch, the Chairman of our Board of Directors and our Chief Executive Officer and President, received awards of stock options and restricted stock under the 2004 Plan. Additional members of management have also received grants under the 2004 Plan. Option grants consist of “time options”, which vest and become exercisable in annual installments through 2009, and/or “performance options”, which vest and become exercisable following the date of grant based upon the achievement of certain EBITDA and other performance targets, and in any event by the eighth anniversary of the date of grant. The performance vesting includes certain carryforward provisions if targets are not achieved in a particular fiscal year and performance in a subsequent fiscal year satisfies cumulative performance targets. Upon the occurrence of a “change in control” (as defined under the 2004 Plan), the unvested portion of any time option will immediately become vested and exercisable, and the vesting and exercisability of the unvested portion of any performance option may accelerate if certain EBITDA or other performance measures have been satisfied. A “change in control” under the 2004 Plan is defined as: (1) the sale (in one or a series of transactions) of all or substantially all of the assets of Holdings to an unaffiliated person; (2) a sale (in one transaction or a series of transactions) resulting in more than 50% of the voting stock of Holdings being held by an unaffiliated person; (3) a merger, consolidation, recapitalization or reorganization of Holdings with or into an unaffiliated person; if and only if any such event listed in (1) through (3) above results in the inability of the Sponsors, or any member or members of the Sponsors, to designate or elect a majority of the Board (or the board of directors of the resulting entity or its parent company). The option exercise period is determined at the time of grant of the option but may not extend beyond the end of the calendar year that is ten calendar years after the date the option is granted. All options, restricted shares and any common stock for which such equity awards are exercised or with respect to which restrictions lapse are governed by a management stockholders’ agreement and sale participation agreement. Participants under the 2004 Plan are also subject to certain restrictive covenants with respect to confidential information of the Company and non-competition in connection with their receipt of options. As of September 29, 2007, there were 182,677 options and restricted shares vested under the 2004 Plan and 172,693 options and restricted shares subject to vesting. In addition, there were 100,234 shares issued under the 2004 Plan owned outright by certain employees.

Effective January 1, 2006, the Company adopted SFAS No. 123R, which requires the recognition of compensation expense related to all equity awards based on the fair values of the awards at the grant date. Prior to the adoption of SFAS No. 123R, the Company used the minimum value method in its SFAS No. 123 pro forma disclosure and therefore applied the prospective transition method as of the effective date. Under the prospective transition method, the Company would recognize compensation expense for equity awards granted, modified and canceled subsequent to the date of adoption.

On April 4, 2006, the Company declared and paid a special cash dividend of $57.03 per share to the common stockholders of Holdings. In connection with the special cash dividend, on April 4, 2006, the exercise prices of issued and outstanding options as of April 4, 2006 under the 2003 Plan and the 2004 Plan were reduced by an amount equal to the dividend. The 2003 and 2004 Plans and underlying stock option agreements contain provisions that provide for anti-dilutive protection in the case of certain extraordinary corporate transactions, such as the special dividend, and the incremental compensation cost, defined as the difference in the fair value of the modified award immediately before and after the

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modification, was calculated as zero. As a result of the above modification, all stock option awards previously accounted for under APB No. 25 will be prospectively accounted for under SFAS No. 123R. Accordingly, no incremental compensation cost was recognized as a result of the modification.

For the three-month periods ended September 29, 2007 and September 30, 2006, the Company recognized total compensation expense related to stock options of $0.1 million and less than $0.1 million, respectively, which is included in selling, general and administrative expenses. Stock-based compensation expense totaled $0.4 million and $0.1 million for the nine-month periods ended September 29, 2007 and September 30, 2006, respectively. For the three-month period ended September 29, 2007, no options were granted, exercised or cancelled and an insignificant amount of options vested. For the three-month period ended September 30, 2006, no options were granted or exercised and an insignificant amount of options vested.

The following table summarizes stock option activity for Holdings:

Shares in thousands	Shares		Weighted - average exercise price
Outstanding at December 30, 2006	397		$	41.21	*
Granted	5		$	169.15
Forfeited	(3	)	$	56.80
Cancelled	(2	)	$	43.73
Outstanding at September 29, 2007	397		$	42.85
Vested or expected to vest at September 29, 2007	397		$	42.85
Exercisable at September 29, 2007	226		$	37.94

* Weighted average exercise price at December 30, 2006 has been adjusted to reflect the special dividend declared in April 2006.

The weighted average remaining contractual life of outstanding options at September 29, 2007 was approximately 7.8 years.

16. Business Segments

On March 16, 2007, the Company acquired all of the outstanding capital stock of Neff. Neff is a leading single source provider of custom award programs and apparel, including chenille letters and letter jackets, to the scholastic market segment. Neff operates as a direct subsidiary of Visant under the Neff brand name and its results are reported as part of the Scholastic segment from the date of acquisition.

In May 2007, the Company completed its sale of its Von Hoffmann businesses to R.R. Donnelley & Sons Company pursuant to a Stock Purchase Agreement entered into in January 2007. The Von Hoffmann businesses, which had previously comprised the Educational Textbook segment and a portion of the Marketing and Publishing Services segment, had been classified as assets for sale since December 2006. The operations of the Von Hoffmann businesses are reported as discontinued operations in the condensed consolidated financial statements for all periods presented. Refer to Note 6,Discontinued Operations,for further details.

On June 14, 2007, the Company acquired all of the outstanding capital stock of VSI. VSI is a leading supplier in the overhead transparency and book component business for the educational market. VSI does business under the name of Lehigh Milwaukee. Results of VSI are included in the Marketing and Publishing services segment from such date.

In 2007 we changed the name of our Yearbook segment to Memory Books to reflect our diversified offering of custom yearbooks, memory books and related products that help people tell their stories and chronicle important events.

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Our three reportable segments consist of:

• Scholastic—provides services related to the marketing, sale and production of class rings and an array of graduation products and other scholastic products to students and administrators primarily in high schools, colleges and other post-secondary institutions;

• Memory Books—provides services related to the publication, marketing, sale and production of school yearbooks, memory books and related products that help people tell their stories and chronicle important events; and

• Marketing and Publishing Services—produces multi-sensory and interactive advertising sampling systems, primarily for the fragrance, cosmetics and personal care market segments, and provides innovative products and services to the direct marketing sector. The group also produces covers components and overhead transaparencies primarily for educational publishers.

The following table presents information of Holdings by business segment:

	Three months ended
	September 29,			September 30,
In thousands	2007			2006			$Change			% Change
Net sales
Scholastic	$	43,983		$	34,081		$	9,902		29.1	%
Memory Books		72,060			70,665			1,395		2.0	%
Marketing and Publishing Services		122,653			110,978			11,675		10.5	%
Inter-segment eliminations		(300	)		(14	)		(286	)	NM
Net sales	$	238,396		$	215,710		$	22,686		10.5	%
Operating income
Scholastic	$	(16,186	)	$	(15,069	)	$	(1,117	)	(7.4	%)
Memory Books		9,380			9,184			196		2.1	%
Marketing and Publishing Services		22,080			20,183			1,897		9.4	%
Operating income	$	15,274		$	14,298		$	976		6.8	%
Depreciation and amortization
Scholastic	$	6,638		$	6,387		$	251		3.9	%
Memory Books		8,848			8,511			337		4.0	%
Marketing and Publishing Services		6,384			4,862			1,522		31.3	%
Depreciation and amortization	$	21,870		$	19,760		$	2,110		10.7	%

NM = Not meaningful

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	Nine months ended
In thousands	September 29, 2007			September 30, 2006			$ Change			% Change
Net sales
Scholastic	$	320,384		$	298,318		$	22,066		7.4	%
Memory Books		344,435			333,299			11,136		3.3	%
Marketing and Publishing Services		331,666			281,637			50,029		17.8	%
Inter-segment eliminations		(773	)		(66	)		(707	)	NM
Net sales	$	995,712		$	913,188		$	82,524		9.0	%
Operating income
Scholastic	$	31,284		$	26,821		$	4,463		16.6	%
Memory Books		104,328			95,484			8,844		9.3	%
Marketing and Publishing Services		57,411			51,595			5,816		11.3	%
Operating income	$	193,023		$	173,900		$	19,123		11.0	%
Depreciation and amortization
Scholastic	$	19,853		$	20,374		$	(521	)	(2.6	%)
Memory Books		26,909			26,489			420		1.6	%
Marketing and Publishing Services		17,280			13,850			3,430		24.8	%
Depreciation and amortization	$	64,042		$	60,713		$	3,329		5.5	%

NM = Not meaningful

17. Related Party Transactions

Management Services Agreement

In connection with the Transactions, we entered into a management services agreement with the Sponsors pursuant to which the Sponsors provide certain structuring, consulting and management advisory services to us. Under the management services agreement, during the term thereof, the Sponsors receive an annual advisory fee of $3.0 million, that is payable quarterly and which increases by 3% per year. The Company paid $0.8 million as advisory fees to the Sponsors for both the three months ended September 29, 2007 and September 30, 2006. For the nine months periods ended September 29, 2007 and September 30, 2006, the Company paid $2.4 million and $2.3 million, respectively, as advisory fees to the Sponsors. The management services agreement also provides that we will indemnify the Sponsors and their affiliates, directors, officers and representatives for losses relating to the services contemplated by the management services agreement and the engagement of the Sponsors pursuant to, and the performance by the Sponsors of the services contemplated by, the management services agreement.

18. Condensed Consolidating Guarantor Information

As discussed in Note 10,Long-Term Debt, Visant’s obligations under the senior secured credit facilities and the 7.625% senior subordinated notes are guaranteed by certain of its 100% wholly-owned subsidiaries on a full, unconditional and joint and several basis. The following tables present condensed consolidating financial information for Visant, as issuer, and its guarantor and non-guarantor subsidiaries.

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Three months ended September 29, 2007

In thousands	Visant			Guarantors			Non- Guarantors		Eliminations			Total
Net sales	$	—		$	228,366		$	16,184	$	(6,154	)	$	238,396
Cost of products sold		(2,379	)		135,639			8,900		(6,127	)		136,033
Gross profit		2,379			92,727			7,284		(27	)		102,363
Selling and administrative expenses		(269	)		83,168			3,874		—			86,773
Gain on sale of assets		—			(65	)		—		—			(65	)
Special charges		—			236			—		—			236
Operating income		2,648			9,388			3,410		(27	)		15,419
Net interest expense		17,104			15,082			12		(14,532	)		17,666
Equity earnings (loss) in subsidiary, net of tax		1,728			(2,202	)		—		474			—
(Loss) income before income taxes		(16,184	)		(3,492	)		3,398		14,031			(2,247	)
Provision for (benefit from) income taxes		1,161			(1,764	)		1,196		(45	)		548
(Loss) income from continuing operations		(17,345	)		(1,728	)		2,202		14,076			(2,795	)
Income (loss) from discontinued operations, net of tax		—			—			—		—			—
Net (loss) income	$	(17,345	)	$	(1,728	)	$	2,202	$	14,076		$	(2,795	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Three months ended September 30, 2006

In thousands	Visant			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	—		$	212,294		$	11,228		$	(7,812	)	$	215,710
Cost of products sold		(270	)		123,744			8,907			(7,640	)		124,741
Gross profit		270			88,550			2,321			(172	)		90,969
Selling and administrative expenses		(671	)		75,658			2,434			—			77,421
Gain on sale of assets		—			(788	)		—			—			(788	)
Special charges		—						—			—			—
Operating income (loss)		941			13,680			(113	)		(172	)		14,336
Net interest expense		24,506			29,935			53			(26,380	)		28,114
Equity loss (earnings) in subsidiary, net of tax		6,470			(1,045	)		—			(5,425	)		—
(Loss) income before income taxes		(30,035	)		(15,210	)		(166	)		31,633			(13,778	)
Provision for (benefit from) income taxes		1,458			(7,267	)		(103	)		(67	)		(5,979	)
(Loss) from continuing operations		(31,493	)		(7,943	)		(63	)		31,700			(7,799	)
Income from discontinued operations, net of tax		942			1,473			1,108			—			3,523
Net (loss) income	$	(30,551	)	$	(6,470	)	$	1,045		$	31,700		$	(4,276	)

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Nine months ended September 29, 2007

In thousands	Visant			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	—		$	971,924		$	45,488		$	(21,700	)	$	995,712
Cost of products sold		(6,588	)		484,653			25,501			(21,687	)		481,879
Gross profit		6,588			487,271			19,987			(13	)		513,833
Selling and administrative expenses		(307	)		308,516			11,325						319,534
Loss on sale of assets		—			555			—						555
Special charges		—			195			—						195
Operating income		6,895			178,005			8,662			(13	)		193,549
Net interest expense		67,742			65,840			84			(61,432	)		72,234
Equity earnings in subsidiary, net of tax		(87,261	)		(5,569	)		—			92,830			—
Income (loss) before income taxes		26,414			117,734			8,578			(31,411	)		121,315
Provision for (benefit from) income taxes		499			42,968			2,986			(39	)		46,414
Income from continuing operations		25,915			74,766			5,592			(31,372	)		74,901
Income (loss) from discontinued operations, net of tax		98,430			12,495			(23	)					110,902
Net income	$	124,345		$	87,261		$	5,569		$	(31,372	)	$	185,803

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

Nine months ended September 30, 2006

In thousands	Visant			Guarantors			Non- Guarantors			Eliminations			Total
Net sales	$	—		$	895,073		$	36,125		$	(18,010	)	$	913,188
Cost of products sold		(3,363	)		444,625			23,886			(17,827	)		447,321
Gross profit		3,363			450,448			12,239			(183	)		465,867
Selling and administrative expenses		(813	)		281,571			10,055						290,813
Loss (gain) on sale of assets		5			(1,646	)		—						(1,641	)
Special charges		—			2,594			—						2,594
Operating income		4,171			167,929			2,184			(183	)		174,101
Net interest expense		74,644			83,496			165			(79,271	)		79,034
Equity (earnings) loss in subsidiary, net of tax		(62,455	)		3,339			—			59,116			—
(Loss) income before income taxes		(8,018	)		81,094			2,019			19,972			95,067
Provision for income taxes		3,881			31,345			695			(72	)		35,849
(Loss) income from continuing operations		(11,899	)		49,749			1,324			20,044			59,218
Income (loss) from discontinued operations, net of tax		942			12,706			(4,663	)		—			8,985
Net (loss) income	$	(10,957	)	$	62,455		$	(3,339	)	$	20,044		$	68,203

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CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

September 29, 2007

In thousands	Visant			Guarantors		Non- Guarantors			Eliminations			Total
ASSETS
Cash and cash equivalents	$	786		$	9,264	$	10,920		$	—		$	20,970
Accounts receivable, net		1,523			126,698		15,738			—			143,959
Inventories, net		—			88,384		2,703			(202	)		90,885
Salespersons overdrafts, net		—			28,777		1,305						30,082
Prepaid expenses and other current assets		845			10,415		1,564						12,824
Intercompany receivable		36,741			30,067		—			(66,808	)		—
Deferred income taxes		(448	)		13,198		75			—			12,825
Total current assets		39,447			306,803		32,305			(67,010	)		311,545
Property, plant, and equipment, net		1,079			182,838		134			—			184,051
Goodwill		—			906,980		22,178			—			929,158
Intangibles, net		—			516,094		9,702			—			525,796
Deferred financing costs, net		22,594			—		—			—			22,594
Intercompany receivable		746,250			4,290		—			(750,540	)		—
Other assets		40			12,316		76						12,432
Investment in subsidiaries		575,261			78,090		—			(653,351	)		—
Total assets	$	1,384,671		$	2,007,411	$	64,395		$	(1,470,901	)	$	1,985,576
LIABILITIES AND STOCKHOLDER’S EQUITY
Book overdrafts	$	—		$	2,423	$	—		$	—		$	2,423
Short-term borrowings		77,500			—		—			—			77,500
Accounts payable		2,451			43,447		4,020			25			49,943
Accrued employee compensation		6,452			26,056		1,899			—			34,407
Customer deposits		—			36,845		3,312			—			40,157
Commissions payable		—			10,286		682			—			10,968
Income taxes payable		(12,407	)		18,080		4,351			(113	)		9,911
Interest payable		19,268			35		—						19,303
Intercompany payable		—			62,570		—			(62,570	)		—
Other accrued liabilities		2,517			14,679		5,083						22,279
Current liabilities of discontinued operations		693			—		—			—			693
Total current liabilities		96,474			214,421		19,347			(62,658	)		267,584
Long-term debt, less current maturities		816,500			—		—			—			816,500
Intercompany payable (receivable)		82,897			986,257		(32,537	)		(1,036,617	)		—
Deferred income taxes		(153	)		189,086		(505	)		—			188,428
Pension liabilities, net		(946	)		18,881		—			—			17,935
Other noncurrent liabilities		9,254			23,505		—			—			32,759
Total liabilities		1,004,026			1,432,150		(13,695	)		(1,099,275	)		1,323,206
Stockholder’s equity		380,645			575,261		78,090			(371,626	)		662,370
Total liabilities and stockholder’s equity	$	1,384,671		$	2,007,411	$	64,395		$	(1,470,901	)	$	1,985,576

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CONDENSED CONSOLIDATING BALANCE SHEET

December 30, 2006

In thousands	Visant			Guarantors		Non- Guarantors			Eliminations			Total
ASSETS
Cash and cash equivalents	$	1,707		$	4,275	$	12,061		$	—		$	18,043
Accounts receivable, net		1,943			128,162		14,576			—			144,681
Inventories, net		—			103,411		2,111			(189	)		105,333
Salespersons overdrafts, net		—			26,431		861			—			27,292
Prepaid expenses and other current assets		2,697			15,814		1,280			—			19,791
Income tax receivable		1,097			—		—			—			1,097
Intercompany receivable		36,180			9,881		—			(45,543	)		518
Deferred income taxes		(963	)		12,738		75			—			11,850
Current assets of discontinued operations		—			56,649		—			—			56,649
Total current assets		42,661			357,361		30,964			(45,732	)		385,254
Property, plant, and equipment, net		1,279			159,227		75			—			160,581
Goodwill		—			897,642		21,996			—			919,638
Intangibles, net		—			520,713		9,956			—			530,669
Deferred financing costs, net		35,557			—		—			—			35,557
Intercompany receivable		1,256,090			106,377		—			(1,362,467	)		—
Other assets		40			13,065		76			—			13,181
Investment in subsidiaries		489,114			72,521		—			(561,635	)		—
Long-term assets of discontinued operations		(80	)		265,599		—			—			265,519
Total assets	$	1,824,661		$	2,392,505	$	63,067		$	(1,969,834	)	$	2,310,399
LIABILITIES AND STOCKHOLDER’S EQUITY
Accounts payable		2,562			48,249		5,390			235			56,436
Accrued employee compensation		6,759			32,931		1,566			—			41,256
Customer deposits		—			166,250		5,008			—			171,258
Commissions payable		—			20,605		1,066			—			21,671
Income taxes payable		(8,664	)		5,668		3,069			(73	)		—
Interest payable		9,987			663		—			—			10,650
Intercompany payable		17,787			23,242		4,749			(45,778	)		—
Other accrued liabilities		2,025			18,497		3,115			—			23,637
Current liabilities of discontinued operations		955			28,301		5,593			—			34,849
Total current liabilities		31,411			344,406		29,556			(45,616	)		359,757
Long-term debt, less current maturities		1,216,500			—		—			—			1,216,500
Intercompany payable		305,332			1,317,506		(38,874	)		(1,583,964	)		—
Deferred income taxes		(988	)		196,195		(282	)		—			194,925
Pension liabilities, net		—			21,484		—			—			21,484
Other noncurrent liabilities		16,106			17,104		146			—			33,356
Long-term liabilities of discontinued operations					6,696		—			—			6,696
Total liabilities		1,568,361			1,903,391		(9,454	)		(1,629,580	)		1,832,718
Stockholder’s equity		256,300			489,114		72,521			(340,254	)		477,681
Total liabilities and stockholder’s equity	$	1,824,661		$	2,392,505	$	63,067		$	(1,969,834	)	$	2,310,399

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

Nine months ended September 29, 2007

In thousands	Visant			Guarantors			Non- Guarantors			Eliminations			Total
Net income	$	124,345		$	87,261		$	5,569		$	(31,372	)	$	185,803
Other cash used in operating activities		(124,694	)		(53,659	)		(7,416	)		31,372			(154,397	)
Net cash used in discontinued operations		(342	)		(3,942	)		—			—			(4,284	)
Net cash (used in) provided by operating activities		(691	)		29,660			(1,847	)		—			27,122
Purchases of property, plant, and equipment		(23	)		(48,931	)		(56	)		—			(49,010	)
Additions to intangibles		—			(245	)		—			—			(245	)
Proceeds from sale of property and equipment		—			1,837			—			—			1,837
Acquisition of business, net of cash acquired		(54,834	)		3,033			—			—			(51,801	)
Proceeds from disposal of discontinued operations		401,781			—			—			—			401,781
Other investing activities, net		—			57			—			—			57
Net cash used in discontinued operations		—			(5,691	)		—			—			(5,691	)
Net cash provided by (used in) investing activities		346,924			(49,940	)		(56	)		—			296,928
Book overdrafts		—			2,423			—			—			2,423
Net short-term borrowings		77,500			—			—			—			77,500
Principal payments on long-term debt		(400,000	)		—			—			—			(400,000	)
Intercompany payable (receivable)		(22,102	)		22,102			—			—			—
Distribution to stockholder		(2,552	)		—			—			—			(2,552	)
Net cash (used in) provided by financing activities		(347,154	)		24,525			—			—			(322,629	)
Effect of exchange rate changes on cash and cash equivalents		—			744			762			—			1,506
(Decrease) increase in cash and cash equivalents		(921	)		4,989			(1,141	)		—			2,927
Cash and cash equivalents, beginning of period		1,707			4,275			12,061			—			18,043
Cash and cash equivalents, end of period	$	786		$	9,264		$	10,920		$	—		$	20,970

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

Nine months ended September 30, 2006

In thousands	Visant			Guarantors			Non- Guarantors			Eliminations			Total
Net (loss) income	$	(10,957	)	$	62,455		$	(3,339	)	$	20,044		$	68,203
Other cash (used in) provided by operating activities		(11,747	)		(26,377	)		5,091			(20,235	)		(53,268	)
Net cash provided by (used in) discontinued operations		942			49,587			(39,458	)		—			11,071
Net cash (used in) provided by operating activities		(21,762	)		85,665			(37,706	)		(191	)		26,006
Purchases of property, plant, and equipment		(951	)		(37,498	)		—			—			(38,449	)
Proceeds from sale of property and equipment		3			10,412			—			—			10,415
Acquisition of business, net of cash acquired		(53,057	)		(500	)		—			—			(53,557	)
Proceeds from disposal of discontinued operations		—			16,292			47,800			—			64,092
Net cash used in discontinued operations		—			(14,083	)		(569	)		—			(14,652	)
Net cash (used in) provided by investing activities		(54,005	)		(25,377	)		47,231			—			(32,151	)
Net short-term borrowings		115,200			—			(9,229	)		—			105,971
Principal payments on long-term debt		(100,000	)		—			—			—			(100,000	)
Intercompany payable (receivable)		53,998			(54,189	)		—			191			—
Distribution to stockholders		(4,849	)		—			—			—			(4,849	)
Net cash provided by (used in) financing activities		64,349			(54,189	)		(9,229	)		191			1,122
Effect of exchange rate changes on cash and cash equivalents		—			—			(436	)		—			(436	)
(Decrease) increase in cash and cash equivalents		(11,418	)		6,099			(140	)		—			(5,459	)
Cash and cash equivalents, beginning of period		13,029			(1,454	)		8,299			—			19,874
Cash and cash equivalents, end of period	$	1,611		$	4,645		$	8,159		$	—		$	14,415

19. Subsequent Event

On September 26, 2007, the Company announced that its wholly owned subsidiary, Memory Book Acquisition LLC, entered into an agreement to acquire substantially all of the assets and certain liabilities of Publishing Enterprises, Incorporated, a producer of school memory books and student planners (“PE”). The transaction closed on October 1, 2007. The results of PE will be reported as part of the Memory Books segment from the date of acquisition.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except where otherwise indicated, management’s discussion and analysis of financial condition and results of operations is provided with respect to Holdings, which has materially the same financial condition and results of operations as Visant, except for certain indebtedness of Holdings. This discussion and analysis should be read in conjunction with our condensed consolidated financial statements and notes thereto.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements including, without limitation, statements concerning the conditions in our industry, expected cost savings, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts. These forward-looking statements are not historical facts, but only predictions and generally can by identified by the use of statements that include such words as “may”, “might”, “should”, “estimate”, “project”, “plan”, “anticipate”, “expect”, “intend”, “outlook”, “believe” and other similar expressions that are intended to identify forward-looking statements and information. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under Item 1A.Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2006 and elsewhere in this report.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:

• our substantial indebtedness;

• our inability to implement our business strategy and achieve anticipated cost savings in a timely and effective manner;

• competition from other companies;

• the seasonality of our businesses;

• the loss of significant customers or customer relationships;

• fluctuations in raw material prices;

• our reliance on a limited number of suppliers;

• our reliance on numerous complex information systems;

• the reliance of our businesses on limited production facilities;

• the amount of capital expenditures required for our businesses;

• labor disturbances;

• environmental regulations;

• foreign currency fluctuations and foreign exchange rates;

• the outcome of litigation;

• our dependency on the sale of school textbooks;

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• control by our stockholders;

• Jostens, Inc.’s reliance on independent sales representatives;

• the failure of our sampling systems to comply with U.S. postal regulations;

• fluctuation in customers’ advertising spending; and

• the textbook adoption cycle and levels of government funding for education spending.

We caution you that the foregoing list of important factors is not exclusive. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update publicly or revise any of them in light of new information, future events or otherwise, except as required by law.

GENERAL

We are a leading marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics, and educational market segments. We were formed through the October 2004 consolidation of Jostens, Von Hoffmann and Arcade (the “Transactions”). We sell our products and services to end customers through several different sales channels including independent sales representatives and dedicated sales forces. Our sales and results of operations are impacted by general economic conditions, seasonality, cost of raw materials, school population trends, product quality, service and price.

As of December 2006, our Von Hoffmann Holdings Inc., Von Hoffmann Corporation and Anthology, Inc. businesses (the “Von Hoffmann businesses”) were held as assets for sale. On January 3, 2007, we entered into a Stock Purchase Agreement (the “Von Hoffmann Stock Purchase Agreement”) with R.R. Donnelley & Sons Company providing for the sale of the Von Hoffmann businesses, which previously comprised the Educational Textbook segment and a portion of the Marketing and Publishing Services segment. We closed the transaction on May 16, 2007. The operations of the Von Hoffmann businesses are reported as discontinued operations in the consolidated financial statements for all periods presented.

On March 16, 2007, the Company acquired all of the outstanding capital stock of Neff Holding Company and its wholly owned subsidiary Neff Motivation, Inc (“Neff”). Neff is a leading single source provider of custom award programs and apparel, including chenille letters and letter jackets, to the scholastic market segment. Neff operates as a direct subsidiary of Visant under the Neff brand name and its results are reported as part of the Scholastic segment from the date of acquisition.

On June 14, 2007, the Company acquired all of the outstanding capital stock of Visual Systems, Inc. (“VSI”). VSI is a leading supplier in the overhead transparency and book component business. The acquisition of VSI complements our core publishing services businesses and affords us operational flexibility. VSI does business under the name of Lehigh Milwaukee. Results of VSI are included in the Marketing and Publishing Services segment from the date of acquisition.

In 2007 we changed the name of our Yearbook segment to Memory Books to reflect our diversified offering of custom yearbooks, memory books and related products that help people tell their stories and chronicle important events.

Our three reportable segments as of September 29, 2007 are:

• Scholastic—provides services related to the marketing, sale and production of class rings and an array of graduation products and other scholastic products to students and administrators primarily in high schools, colleges and other post-secondary institutions;

• Memory Books—provides services related to the publication, marketing, sale and production of school yearbooks, memory books and related products that help people tell their stories and chronicle important events; and

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• Marketing and Publishing Services—produces multi-sensory and interactive advertising sampling systems, primarily for the fragrance, cosmetics and personal care market segments, and provides innovative products and services to the direct marketing sector. The group also produces cover components and overhead transparencies primarily for educational publishers.

We experience seasonal fluctuations in our net sales tied primarily to the North American school year and, accordingly, net sales in the third quarter when school is not in session are typically lower than in other quarters. Jostens generates a significant portion of its annual net sales in the second quarter. Deliveries of caps, gowns and diplomas for spring graduation ceremonies and spring deliveries of school yearbooks are the key drivers of Jostens’ seasonality. The net sales of educational book components are impacted seasonally by state and local schoolbook purchasing schedules, which commence in the spring and peak in the summer months preceding the start of the school year. The net sales of sampling and other direct mail and commercial printed products have also historically reflected seasonal variations, and we expect these businesses to continue to generate a majority of their annual net sales during our third and fourth quarters for the foreseeable future. These seasonal variations are based on the timing of customers’ advertising campaigns, which have traditionally been concentrated prior to the Christmas and spring holiday seasons. The seasonality of each of our businesses requires us to allocate our resources to manage our manufacturing capacity, which often operates at full or near full capacity during peak seasonal demands.

We continue to see softness in the placement of orders into the fourth quarter in our direct marketing and sampling businesses which we believe are the result of tighter economic and general market conditions affecting the timing of decisions and the extent of advertising spending by our customers. These conditions could impact the timing of orders as well as the level of spending by our customers in direct marketing and sampling.

Company Background

On October 4, 2004, an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and affiliates of DLJ Merchant Banking Partners completed a series of transactions which created a marketing and publishing services enterprise, servicing the school affinity products, direct marketing, fragrance and cosmetics sampling and educational publishing market segments through the consolidation of Jostens, Von Hoffmann and Arcade.

Prior to the Transactions, Von Hoffmann and Arcade were each controlled by affiliates of DLJ Merchant Banking Partners II, L.P. (“DLJMBP II”), and DLJ Merchant Banking Partners III, L.P. (“DLJMBP III”) owned approximately 82.5% of our outstanding equity, with the remainder held by other co-investors and certain members of management. Upon consummation of the Transactions, an affiliate of KKR invested $256.1 million and was issued equity interests representing approximately 49.6% of our voting interest and 45.0% of our economic interest, and affiliates of DLJMBP III held equity interests representing approximately 41.0% of Holdings’ voting interest and 45.0% of Holdings’ economic interest, with the remainder held by other co-investors and certain members of management. After giving effect to the issuance of equity to additional members of management, as of November 5, 2007, affiliates of KKR and DLJMBP III (the “Sponsors”) held approximately 49.0% and 41.0%, respectively, of Holdings’ voting interest, while each continued to hold approximately 44.6% of Holdings’ economic interest. As of November 5, 2007, the other co-investors held approximately 8.4% of the voting interest and 9.1% of the economic interest of Holdings, and members of management held approximately 1.6% of the voting interest and approximately 1.7% of the economic interest of Holdings.

CRITICAL ACCOUNTING POLICIES

The preparation of interim financial statements involves the use of certain estimates that differ from those used in the preparation of annual financial statements, the most significant of which relates to income taxes. For purposes of preparing our interim financial statements, we utilize an estimated annual effective tax rate based on estimates of the components that impact the tax rate. Those components are re-evaluated each interim period and, if changes in our estimates are significant, we modify our estimate of the annual effective tax rate and make any required adjustments in the interim period.

There have been no material changes to our critical accounting policies and estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 30, 2006.

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Recent Accounting Pronouncements

Effective at the beginning of fiscal 2007, we adopted FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes(“FIN 48”), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109,Accounting for Income Taxes. FIN 48 requires applying a “more likely than not” threshold to the recognition and derecognition of tax positions. In connection with the adoption of FIN 48, the Company made a change in accounting principle for the classification of interest income on tax refunds. Under the previous policy, the Company recorded interest income on tax refunds as interest income. Under the new policy, any interest income in connection with income tax refunds is recorded as a reduction of income tax expense. In addition, since the adoption of FIN 48, all interest and penalties on income tax assessments have been recorded as income tax expense and included as part of the Company’s unrecognized tax benefit liability. The unrecognized tax benefit liability at December 31, 2006, the date of adoption of FIN 48, was $12.4 million including $1.9 million of gross interest and penalty accruals. Refer to Note 13,Income Taxes,for further details.

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements (“SFAS No. 157), which establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS No. 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined in the standard. SFAS No. 157 is effective as of the beginning of the Company’s 2008 fiscal year. We are currently assessing the impact of SFAS No. 157 in our financial statements.

In September 2006, the FASB issued SFAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS No. 158”). SFAS No. 158 requires: the recognition of the funded status of a benefit plan in the balance sheet; the recognition in other comprehensive income of gains or losses and prior service costs or credits arising during the period but which are not included as components of periodic benefit cost; the measurement of defined benefit plan assets and obligations as of the balance sheet date; and disclosure of additional information about the effects on periodic benefit cost for the following fiscal year arising from delayed recognition in the current period. In addition, SFAS No. 158 amends SFAS No. 87,Employers’ Accounting for Pensions, and SFAS No. 106,Employers’ Accounting for Postretirement Benefits Other Than Pensions, to include guidance regarding selection of assumed discount rates for use in measuring the benefit obligation. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2007. The requirement to measure the plan assets and benefit obligations as of the balance sheet date is effective for fiscal years ending after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 158 in the financial results, however based on the funded status of the Company’s pension and postretirement plans and the pension assumptions as of the measurement date, the Company anticipates that it will record an increase to prepaid pension asset of approximately $51 million, an increase to deferred income tax liability of approximately $18 million and an increase of approximately $33 million in Accumulated Other Comprehensive Income at the end of fiscal 2007.

In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective as of the beginning of the Company’s 2008 fiscal year. We are currently assessing the impact of SFAS No. 159 in our financial statements.

RESULTS OF OPERATIONS

Three Months Ended September 29, 2007 Compared to the Three Months Ended September 30, 2006

The following table sets forth selected information derived from Holdings’ condensed consolidated statements of operations for the three-month periods ended September 29, 2007 and September 30, 2006.

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	Three months ended						$ Change			% Change
In thousands	September 29, 2007			September 30, 2006
Net sales	$	238,396		$	215,710		$	22,686		10.5	%
Cost of products sold		136,033			124,741			11,292		9.1	%
Gross profit		102,363			90,969			11,394		12.5	%
% of net sales		42.9	%		42.2	%
Selling and administrative expenses		86,918			77,459			9,459		12.2	%
% of net sales		36.5	%		35.9	%
Gain on sale of fixed assets		(65	)		(788	)		723		NM
Special charges		236			—			236		NM
Operating income		15,274			14,298			976		6.8	%
% of net sales		6.4	%		6.6	%
Interest expense, net		31,210			41,109			(9,899	)	(24.1	%)
Loss before income taxes		(15,936	)		(26,811	)		10,875
Benefit from income taxes		(5,131	)		(11,242	)		6,111		(54.4	%)
Loss from continuing operations		(10,805	)		(15,569	)		4,764		30.6	%
Income from discontinued operations, net of tax		—			3,523			(3,523	)	NM
Net loss	$	(10,805	)	$	(12,046	)	$	1,241		10.3	%

NM = Not meaningful

The following table sets forth selected segment information derived from Holdings’ condensed consolidated statements of operations for the three-month periods ended September 29, 2007 and September 30, 2006. For additional financial information about our operating segments, see Note 16,Business Segments, to the condensed consolidated financial statements.

	Three months ended						$ Change			% Change
In thousands	September 29, 2007			September 30, 2006
Net sales
Scholastic	$	43,983		$	34,081		$	9,902		29.1	%
Memory Books		72,060			70,665			1,395		2.0	%
Marketing and Publishing Services		122,653			110,978			11,675		10.5	%
Inter-segment eliminations		(300	)		(14	)		(286	)	NM
Net sales	$	238,396		$	215,710		$	22,686		10.5	%
Operating income
Scholastic	$	(16,186	)	$	(15,069	)	$	(1,117	)	(7.4	%)
Memory Books		9,380			9,184			196		2.1	%
Marketing and Publishing Services		22,080			20,183			1,897		9.4	%
Operating income	$	15,274		$	14,298		$	976		6.8	%

NM = Not meaningful

Net Sales.Consolidated net sales increased $22.7 million, or 10.5%, to $238.4 million for the three months ended September 29, 2007 from $215.7 million for the corresponding period in 2006.

34

The net sales of the Scholastic segment increased $9.9 million, or 29.1%, to $44.0 million for the third quarter of 2007 from $34.1 million for the third quarter of 2006. The increase was primarily attributable to incremental volume driven by the acquisition of Neff in the first quarter of 2007.

Memory Books net sales increased $1.4 million, or 2.0%, to $72.1 million for the quarter ended September 29, 2007 compared to $70.7 million in the third quarter of 2006. The increase was due mainly to account growth and revenue driven by new product and service offerings.

The net sales of the continuing operations of the Marketing and Publishing Services segment increased $11.7 million, or 10.5%, to $122.7 million during the third quarter of 2007 from $111.0 million for the third quarter of 2006. The increase was primarily attributable to higher volume in both our sampling and book component businesses, including sales generated from businesses that we acquired in 2006 and 2007. These increases were partially offset by lower sales in our direct marketing business.

Gross Profit. Gross profit increased $11.4 million, or 12.5%, to $102.4 million for the three months ended September 29, 2007 from $91.0 million for the same period in 2006. As a percentage of net sales, gross profit margin increased to 42.9% for the three months ended September 29, 2007 from 42.2% for the comparable period in 2006. The increase was attributable to:

• the impact of price increases in the Scholastic and Memory Books segments;

• continued productivity improvements in our Memory Books facilities; and

• a shift in volume in our Marketing and Publishing Services segment to higher margin sampling and book component work.

These increases were partially offset by:

• lower volumes in our jewelry and direct mail businesses; and

• higher depreciation associated with the investments we have made in our facilities in the past year.

Selling and Administrative Expenses. Selling and administrative expenses increased $9.5 million, or 12.2%, to $86.9 million for the three months ended September 29, 2007 from $77.5 million for the corresponding period in 2006. The increase in selling and administrative expenses was the result of:

• higher marketing costs in the Scholastic and Memory Books segments associated with our continuing sales efforts;

• development costs across all segments related to growth initiatives;

• higher information technology costs in the Scholastic and Memory Books segments in connection with the continuation of the planned investments that began in the fourth quarter of 2006 related to growth initiatives; and

• expenses associated with our acquisitions in 2007.

These increases were partially offset by our continued cost-cutting efforts.

As a percentage of net sales, selling and administrative expenses increased 0.6% to 36.5% for the third quarter of 2007 from 35.9% for the same period in 2006.

Special Charges.During the three months ended September 29, 2007, the Company had special charges of $0.2 million related to severance and related benefits for headcount reductions of eight employees in the Marketing and Publishing Services segment.

Operating Income.Consolidated operating income increased $1.0 million, or 6.8%, to $15.3 million for the three months ended September 29, 2007 from $14.3 million for the comparable period in 2006. As a percentage of net sales, operating income decreased to 6.4% for the third quarter of 2007 from 6.6% for the same period in 2006. This decrease was mainly attributable to increased volume in our Marketing and Publishing Services segment, which has comparatively lower margins than our Scholastic and Memory Books segments, and increased selling and marketing costs as well as higher research and development spending in all businesses. These decreases were partially offset by price increases and the impact of operational cost reductions from the market adoption of new technologies in our Memory Books segment.

35

Net Interest Expense.Net interest expense was comprised of the following:

	Three months ended						$ Change			% Change
In thousands	September 29, 2007			September 30, 2006
Visant:
Interest expense	$	16,460		$	24,093		$	(7,633	)	(31.7	%)
Amortization of debt discount, premium and deferred financing costs		1,440			4,150			(2,710	)	(65.3	%)
Interest income		(234	)		(129	)		(105	)	NM
Visant interest expense, net		17,666			28,114			(10,448	)	(37.2	%)
Holdings:
Interest expense		7,636			7,635			1		0.0	%
Amortization of debt discount, premium and deferred financing costs		5,910			5,376			534		9.9	%
Interest income		(2	)		(16	)		14		NM
Holdings interest expense, net		13,544			12,995			549		4.2	%
Interest expense, net	$	31,210		$	41,109		$	(9,899	)	(24.1	%)

NM = Not meaningful

Net interest expense decreased $9.9 million, or 24.1%, to $31.2 million for the three months ended September 29, 2007 as compared to $41.1 million for the comparable prior year period. The decrease was due to the prepayment of $400 million of the term loans under the term loan C facility during the second quarter of 2007 as well as lower amortization expense of deferred financing costs due to term loan repayment.

Income Taxes.The Company has recorded income tax provisions for the three months ended September 29, 2007 based on its best estimate of the consolidated effective tax rate applicable for the entire year plus tax adjustments considered a period expense or benefit. The effective tax rates for the three months ended September 29, 2007 were 32.2% and (24.4%) for Holdings and Visant, respectively. For the comparable three-month period ended September 30, 2006, the effective tax rates were 41.9% and 43.4% for Holdings and Visant, respectively. The effective rate of tax benefit for the 2007 period was unfavorably affected by tax and interest accruals that are considered a net period expense, including adjustments under FIN 48, adjustments to reflect the filing of the Company’s 2006 income tax returns, and adjustments to reflect certain changes in state income tax laws. The effective rate of tax benefit for the 2006 period was favorably affected by changes in the estimated tax effects of permanent differences used in the annual estimated effective tax rate.

Income from Discontinued Operations.During the second quarter of 2006, we consummated the sale of our Jostens Photography businesses, which previously comprised a reportable segment. Results for the third quarter of 2006 for the Jostens Photography businesses included a loss of $0.6 million.

During the second quarter of 2007, we consummated the sale of the Von Hoffmann businesses, which previously comprised the Educational Textbook segment and a portion of the Marketing and Publishing Services segment. Operations for the Von Hoffmann businesses resulted in income of $4.1 million for the third quarter of 2006.

Net Loss. As a result of the aforementioned items, the net loss decreased $1.2 million, or 10.3%, to a loss of $10.8 million for the three months ended September 29, 2007 compared to a net loss of $12.0 million for the same period in 2006.

Nine Months Ended September 29, 2007 Compared to the Nine Months Ended September 30, 2006

The following table sets forth selected information derived from Holdings’ condensed consolidated statements of operations for the nine-month periods ended September 29, 2007 and September 30, 2006.

36

	Nine months ended						$ Change			% Change
In thousands	September 29, 2007			September 30, 2006
Net sales	$	995,712		$	913,188		$	82,524		9.0	%
Cost of products sold		481,879			447,321			34,558		7.7	%
Gross profit		513,833			465,867			47,966		10.3	%
% of net sales		51.6	%		51.0	%
Selling and administrative expenses		320,060			291,014			29,046		10.0	%
% of net sales		32.1	%		31.9	%
Loss (gain) on disposal of fixed assets		555			(1,641	)		2,196		NM
Special charges		195			2,594			(2,399	)	NM
Operating income		193,023			173,900			19,123		11.0	%
% of net sales		19.4	%		19.0	%
Interest expense, net		112,412			109,505			2,907		2.7	%
Income before income taxes		80,611			64,395			16,216
Provision for income taxes		31,056			24,798			6,258		25.2	%
Income from continuing operations		49,555			39,597			9,958		25.1	%
Income from discontinued operations, net of tax		110,902			8,985			101,917		NM
Net income	$	160,457		$	48,582		$	111,875		230.3	%

NM = Not meaningful

The following table sets forth selected segment information derived from Holdings’ condensed consolidated statements of operations for the nine-month periods ended September 29, 2007 and September 30, 2006. For additional financial information about our operating segments, see Note 16,Business Segments, to the condensed consolidated financial statements.

	Nine months ended						$ Change			% Change
In thousands	September 29, 2007			September 30, 2006
Net sales
Scholastic	$	320,384		$	298,318		$	22,066		7.4	%
Memory Books		344,435			333,299			11,136		3.3	%
Marketing and Publishing Services		331,666			281,637			50,029		17.8	%
Inter-segment eliminations		(773	)		(66	)		(707	)	NM
Net sales	$	995,712		$	913,188		$	82,524		9.0	%
Operating income
Scholastic	$	31,284		$	26,821		$	4,463		16.6	%
Memory Books		104,328			95,484			8,844		9.3	%
Marketing and Publishing Services		57,411			51,595			5,816		11.3	%
Operating income	$	193,023		$	173,900		$	19,123		11.0	%

NM = Not meaningful

Net Sales.Consolidated net sales increased $82.5 million, or 9.0%, to $995.7 million for the nine months ended September 29, 2007 from $913.2 million for the corresponding period in 2006.

The net sales of the Scholastic segment increased $22.1 million, or 7.4%, to $320.4 million for the nine-month period ended September 29, 2007 from $298.3 million for the first nine months of 2006. The increase was primarily attributable to

37

incremental volume driven by the acquisition of Neff, which occurred in the first quarter of 2007, and the impact of price increases, partially offset by lower jewelry volume.

Memory Books net sales increased $11.1 million, or 3.3%, to $344.4 million for the nine months ended September 29, 2007 compared to $333.3 million in the comparable period of 2006. The increase was due mainly to account growth and increased price driven by new product and service offerings.

The net sales of the continuing operations of the Marketing and Publishing Services segment increased $50.0 million, or 17.8%, to $331.7 million during the nine-month period ended September 29, 2007 from $281.6 million for the first nine months of 2006. The increase was primarily attributable to higher sales volume in the sampling and book component businesses, including sales generated by businesses that we acquired in 2006 and 2007. Sales from our direct marketing business were relatively flat in the first nine months of fiscal year 2007 compared to the comparable period in 2006.

Gross Profit. Gross profit increased $48.0 million, or 10.3%, to $513.8 million for the nine months ended September 29, 2007 from $465.9 million for the same period in 2006. As a percentage of net sales, gross profit margin increased to 51.6% for the nine months ended September 29, 2007 from 51.0% for the same period in 2006. The increase was attributable to:

• cost savings realized from continued improvements in plant efficiency and cost reduction initiatives in our Memory Books and Marketing and Publishing Services segments; and

• the impact of price increases in the Scholastic and Memory Books segments.

These increases were partially offset by:

• lower jewelry volumes;

• increased volume in our Marketing and Publishing Services segment, which comparatively had lower margins than the Scholastic and Memory Books segments; and

• higher depreciation expense in 2007 related to our continued investments in our Memory Books and Marketing and Publishing Services facilities.

Selling and Administrative Expenses. Selling and administrative expenses increased $29.0 million, or 10.0%, to $320.1 million for the nine months ended September 29, 2007 from $291.0 million for the corresponding period in 2006. As a percentage of net sales, selling and administrative expenses increased 0.2% to 32.1% for the first nine months of fiscal year 2007 from 31.9% for the same period in 2006. The increase in selling and administrative expenses as a percentage of net sales was the result of:

• higher commissions in the Scholastic segment associated with increased graduation products net sales, which have a higher commission structure than other Scholastic products;

• higher marketing costs in the Scholastic and Memory Books segments, as we continue to drive sales in these businesses;

• costs associated with the acquisitions we made in 2006 and 2007;

• development costs across all segments related to growth initiatives; and

• higher information technology costs in the Scholastic and Memory Books segments in connection with the continuation of the planned investments that began in the fourth quarter of 2006 related to growth initiatives.

These increases were partially offset by lower amortization expense resulted from the completion of amortization of an asset established in the purchase accounting for the 2003 Jostens merger.

Special Charges.During the nine months ended September 29, 2007, the Company incurred $0.2 million of severance and related benefits related to headcount reductions in the Marketing and Publishing Services segment. These costs were partially offset by a reversal of less than $0.1 million related to previous severance accruals in the Scholastic and Memory Books segments. The headcount reductions associated with these activities were eight employees in the Marketing and Publishing Services segment.

Special charges for the nine months ended September 30, 2006 included $2.3 million relating to an impairment loss to reduce the carrying value of the former Jostens’ corporate office buildings, which were later sold, and approximately $0.3 million of special charges for severance and related benefit costs associated with headcount reductions.

38

Operating Income.Consolidated operating income increased $19.1 million, or 11.0%, to $193.0 million for the nine months ended September 29, 2007 from $173.9 million for the comparable period in 2006. As a percentage of net sales, operating income increased to 19.4% for the first nine months of 2007 from 19.0% for the same period in 2006. This increase was mainly attributable to improved manufacturing efficiencies as well as general price increases, partially offset by higher marketing and selling costs, development costs and the impact of increased volume in our Marketing and Publishing Services segment, which comparatively has lower margins than our Scholastic and Memory Books segments.

Net Interest Expense.Net interest expense was comprised of the following:

	Nine months ended
	September 29, 2007			September 30, 2006			$ Change			% Change
In thousands
Visant:
Interest expense	$	60,146		$	73,308		$	(13,162	)	(18.0	%)
Amortization of debt discount, premium and deferred financing costs		13,005			8,038			4,967		61.8	%
Interest income		(917	)		(2,312	)		1,395		NM
Visant interest expense, net		72,234			79,034			(6,800	)	(8.6	%)
Holdings:
Interest expense		22,906			15,103			7,803		51.7	%
Amortization of debt discount, premium and deferred financing costs		17,276			15,391			1,885		12.2	%
Interest income		(4	)		(23	)		19		NM
Holdings interest expense, net		40,178			30,471			9,707		31.9	%
Interest expense, net	$	112,412		$	109,505		$	2,907		2.7	%

NM = Not meaningful

Net interest expense increased $2.9 million, or 2.7%, to $112.4 million for the nine months ended September 29, 2007 as compared to $109.5 million for the comparable prior year period. The increase was due to higher amortization expense of deferred financing costs as a result of the prepayment of $400.0 million of our term loan C facility during the second quarter of 2007, as well as the Holdings senior notes being outstanding for the full first nine months of 2007 versus six months of 2006. These increases were offset somewhat by lower average borrowings due to the aforementioned prepayments.

Income Taxes. The Company has recorded income tax provisions for the nine months ended September 29, 2007 based on its best estimate of the consolidated effective tax rate applicable for the entire year plus tax adjustments considered a period expense or benefit. The effective tax rates for the nine months ended September 29, 2007 were 38.5% and 38.3% for Holdings and Visant, respectively. For the comparable nine-month period ended September 30, 2006, the effective tax rates were 38.5% and 37.7% for Holdings and Visant, respectively. Our effective tax rates for 2007 were favorably affected by an increase in the rate of deduction for the U.S. domestic manufacturing deduction and unfavorably affected by tax and interest accruals that are considered a net period expense, including adjustments under FIN 48, adjustments to reflect the filing of the Company’s 2006 income tax returns, and adjustments to reflect certain changes in state income tax laws. Our effective tax rates for the 2006 period reflected a smaller rate of deduction for the U.S. domestic manufacturing deduction and did not include the effects of period adjustments recorded in the 2007 period.

As described in Note 13,Income Taxes, to the condensed consolidated financial statements, the Company adopted FIN 48 as of the beginning of the current fiscal year. Upon adoption of FIN 48, all interest and penalties in connection with income tax assessments or refunds will be recorded as income tax expense or benefit, as applicable, and included as part of the Company’s unrecognized tax benefit liability. For the nine-month period ended September 29, 2007, the Company provided $1.2 million of tax and interest accruals for unrecognized tax benefits and other income tax adjustments considered a period expense or benefit.

39

Income from Discontinued Operations.During the second quarter of 2006, we consummated the sale of our Jostens Photography businesses, which previously comprised a reportable segment. Results for the nine months ended September 29, 2007 and the 2006 comparable period for the Jostens Photography businesses included income of $0.4 million and a loss of $6.0 million, respectively.

During the second quarter of 2007, we consummated the sale of the Company’s Von Hoffmann businesses, which previously comprised the Educational Textbook segment and a portion of the Marketing and Publishing Services segment. The sale closed on May 16, 2007, with the Company recognizing net proceeds of $401.8 million and a gain for financial reporting purposes of $98.4 million on the transaction during the nine months ended September 29, 2007. Operations for the Von Hoffmann businesses resulted in income of $11.1 million and $15.0 million for the nine months ended September 29, 2007 and the 2006 comparable period, respectively.

We also had income of $1.0 million, net of tax, for the nine months ended September 29, 2007 from the Jostens Recognition business, which was discontinued in 2001. The income in 2007 resulted from the reversal in March 2007 of an accrual for potential exposure for which the Company does not believe it is likely to have an ongoing liability, and therefore, there are no amounts related to Jostens Recognition at September 29, 2007.

Net Income. As a result of the aforementioned items, net income increased $111.9 million, or 230.3%, to $160.5 million for the nine months ended September 29, 2007 compared to net income of $48.6 million for the same period in 2006.

LIQUIDITY AND CAPITAL RESOURCES

The following table presents cash flow activity of Holdings for the first nine months of fiscal 2007 and 2006 and should be read in conjunction with our condensed consolidated statements of cash flows.

	Nine months ended
In thousands	September 29, 2007			September 30, 2006
Net cash provided by operating activities	$	24,370		$	21,396
Net cash provided by (used in) investing activities		296,928			(32,151	)
Net cash (used in) provided by financing activities		(320,077	)		5,798
Effect of exchange rate change on cash		1,506			(436	)
Increase (decrease) in cash and cash equivalents	$	2,727		$	(5,393	)

For the nine months ended September 29, 2007, operating activities generated cash of $24.4 million compared with cash generated by operating activities of $21.4 million for the same prior year period. The increase of $2.9 million primarily related to higher earnings in the nine-month period ended September 29, 2007. Included in cash flows from operating activities was cash used by discontinued operations of $4.3 million and cash provided by discontinued operations of $11.1 million for the nine-month periods ended September 29, 2007 and September 30, 2006, respectively. Consequently, the cash provided by continuing operations was $28.7 million and $10.3 million for the respective nine-month periods of 2007 and 2006.

Net cash provided by investing activities for the nine months ended September 29, 2007 was $296.9 million, compared with $32.2 million used in investing activities for the comparable 2006 period. The $329.0 million increase mainly related to the sale of the Von Hoffmann businesses, which generated proceeds of approximately $401.8 million during the nine months ended September 29, 2007, compared to proceeds generated from the sale of the Jostens Photography businesses of $64.1 million for the comparable nine-month period in 2006. Capital expenditures related to purchases of property, plant and equipment for the nine months ended September 29, 2007 and the comparable 2006 period were $49.0 million and $38.4 million, respectively. During the nine months ended September 29, 2007 and the comparable 2006 period, the Company acquired businesses, net of cash, totaling approximately $51.8 million and $53.6 million, respectively. Included in the cash flows from investing activities was cash used in discontinued operations of $5.7 million and $14.7 million for the nine-month periods ended September 29, 2007 and September 30, 2006, respectively. Consequently, the cash provided by continuing operations for the nine months ended September 29, 2007 was $302.6 million and cash used by continuing operations for the nine months ended September 30, 2006 was $17.5 million.

40

Net cash used for financing activities for the nine months ended September 29, 2007 was $320.1 million, compared with net cash provided by financing activities of $5.8 million for the comparable 2006 period. The $325.9 million decrease primarily related to the Company’s additional voluntary prepayment in the second quarter of 2007 of $400 million on its term loans under its senior secured credit facilities, including all originally scheduled principal payments due under its term loan C facility for 2007 through mid-2011. With these prepayments, the outstanding balance under the term loan C facility was reduced to $316.5 million. This was partially offset by increased borrowings under its revolving line of credit. During the nine months ended September 30, 2006, financing activities primarily consisted of proceeds from the issuance by Holdings of $350.0 million of senior notes with $9.5 million used for debt financing costs related to the notes and a distribution to Holdings’ stockholders of $340.7 million.

During the nine months ended September 29, 2007 and September 30, 2006, Visant transferred approximately $2.6 million and $4.8 million, respectively, of cash through Visant Secondary Holdings Corp. and to Holdings to allow Holdings to make scheduled interest payments on its $350 million 8.75% senior notes due 2013. This transfer is reflected in Visant’s condensed consolidated balance sheet as a return of capital and presented in the condensed consolidated statement of cash flows as a distribution to stockholder. These amounts eliminate in consolidation and have no impact on Holdings’ consolidated financial statements.

As of September 29, 2007, we had cash and cash equivalents of $21.5 million. Our principal sources of liquidity are cash flows from operating activities and available borrowings under Visant’s senior secured credit facilities, which included $157.1 million of additional availability under Visant’s revolving credit facility as of September 29, 2007. We use cash primarily for debt service obligations, capital expenditures and to fund other working capital requirements. We intend to fund ongoing operations through cash generated by operations and borrowings under the revolving credit facility.

As market conditions warrant, we and our Sponsors, including KKR and DLJMBP III and their affiliates, may from time to time repurchase debt securities issued by Holdings or Visant in privately negotiated or open market transactions, by tender offer or otherwise. No assurance can be given as to whether or when such repurchases or exchanges will occur and at what price.

As of September 29, 2007, we were in compliance with all covenants under our material debt obligations.

Our ability to make scheduled payments of principal, or to pay the interest on, or to refinance our indebtedness, or to fund planned capital expenditures will depend on our future performance. Based upon the current level of operations, we believe that cash flows from operations, available cash and short-term investments, together with borrowings available under Visant’s senior secured credit facilities, are adequate to meet our liquidity needs for the next twelve months. In addition, based on market and other considerations, we may decide to raise additional funds through debt or equity financings. Furthermore, to the extent we make future acquisitions, we may require new sources of funding, including additional debt or equity financings or some combination thereof.

In October 2007, Standard & Poor’s Ratings Services (“S&P”) affirmed its B+ corporate credit rating on Holdings, assigned Holdings an outlook of developing and removed Holdings from CreditWatch with negative implications, where it had been placed in July 2007 in connection with the July 2007 announcement by the Company regarding strategic and capital market alternatives. On October 29, 2007, Moody’s Investors Services (“Moody’s”) changed the outlook for Holdings to stable from developing, which developing outlook had been assigned in connection with the Company’s July 2007 announcement regarding strategic and capital market alternatives. Moody’s affirmed all existing ratings for Holdings and Visant. Each rating should be evaluated independently of any other rating. Reference is made to the S&P and Moody’s announcements dated October 16, 2007 and October 29, 2007, respectively, for a full explanation of the considerations by each of S&P and Moody’s.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk during the quarter ended September 29, 2007. For additional information, refer to Item 7A of our 2006 Annual Report on Form 10-K.

41

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our management, under the supervision of our Chief Executive Officer and Vice President, Finance, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Vice President, Finance concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.

During the quarter ended September 29, 2007, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 4T. CONTROLS AND PROCEDURES

Not applicable.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

During the three months ended September 29, 2007, there were no developments regarding material pending legal proceedings to which we or any of our subsidiaries are a party. However, following the end of the fiscal 2007 third quarter, additional arguments were presented by Jostens for Customs’ consideration in the pending proceeding as described in Note 12,Commitments and Contingencies, to the condensed consolidated financial statements, supporting that the subject imports at the time of entry were entitled to duty free status.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors during the quarter ended September 24, 2007. For additional information, refer to Item 1A of our 2006 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Our equity securities are not registered pursuant to Section 12 of the Exchange Act. For the quarter ended September 29, 2007, we did not issue or sell securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

By Action of Stockholders Taken by Written Consent dated as of September 24, 2007, a majority of the stockholders of Holdings approved the acquisition of substantially all of the assets and certain of the liabilities of Publishing Enterprises, Incorporated.

ITEM 5. OTHER INFORMATION

None.

42

ITEM 6. EXHIBITS

3.1	(1)	Second Amended and Restated Certificate of Incorporation of Visant Holding Corp. (f/k/a Jostens Holding Corp.)
3.2	(2)	Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of Visant Holding Corp.
3.3	(3)	By-Laws of Visant Holding Corp.
3.4	(4)	Amended and Restated Certificate of Incorporation of Visant Corporation (f/k/a Jostens IH Corp.)
3.5	(2)	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Visant Corporation
3.6	(4)	By-Laws of Visant Corporation
31.1		Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.
31.2		Certification of Vice President, Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.
31.3		Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.
31.4		Certification of Vice President, Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.
32.1		Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.
32.2		Certification of Vice President, Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Holding Corp.
32.3		Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.
32.4		Certification of Vice President, Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.

(1) Incorporated by reference to Visant Holding Corp.’s Form S-4/A (file no. 333-112055), filed on November 12, 2004.

(2) Incorporated by reference to Visant Holding Corp.’s Form 10-K, filed April 1, 2005.

(3) Incorporated by reference to Visant Holding Corp.’s Form S-4/A (file no. 333-112055), filed on February 2, 2004.

(4) Incorporated by reference to Visant Corporation’s Form S-4 (file no. 333-120386), filed on November 12, 2004.

43

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VISANT HOLDING CORP.
Date: November 13, 2007	/s/ Marc L. Reisch
	Marc L. Reisch
	President and
	Chief Executive Officer
	(principal executive officer)
Date: November 13, 2007	/s/ Paul B. Carousso
	Paul B. Carousso
	Vice President, Finance
	(principal financial and accounting officer)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VISANT CORPORATION
Date: November 13, 2007	/s/ Marc L. Reisch
	Marc L. Reisch
	President and
	Chief Executive Officer
	(principal executive officer)
Date: November 13, 2007	/s/ Paul B. Carousso
	Paul B. Carousso
	Vice President, Finance
	(principal financial and accounting officer)

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Marc L. Reisch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Visant Holding Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2007	/s/ Marc L. Reisch
	Marc L. Reisch
	President and
	Chief Executive Officer
	(principal executive officer)

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Paul B. Carousso, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Visant Holding Corp.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2007	/s/ Paul B. Carousso
	Paul B. Carousso
	Vice President, Finance
	(principal financial officer)

EXHIBIT 31.3

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Marc L. Reisch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Visant Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2007	/s/ Marc L. Reisch
	Marc L. Reisch
	President and
	Chief Executive Officer
	(principal executive officer)

EXHIBIT 31.4

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Paul B. Carousso, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Visant Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2007	/s/ Paul B. Carousso
	Paul B. Carousso
	Vice President, Finance
	(principal financial officer)

EXHIBIT 32.1

CERTIFICATION BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Visant Holding Corp. (the “Company”) on Form 10-Q for the period ended September 29, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marc L. Reisch, the President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2007	/s/ Marc L. Reisch
	Marc L. Reisch
	President and
	Chief Executive Officer
	(principal executive officer)

EXHIBIT 32.2

CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Visant Holding Corp. (the “Company”) on Form 10-Q for the period ended September 29, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul B. Carousso, Vice President, Finance of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2007	/s/ Paul B. Carousso
	Paul B. Carousso
	Vice President, Finance
	(principal financial officer)

EXHIBIT 32.3

CERTIFICATION BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Visant Corporation (the “Company”) on Form 10-Q for the period ended September 29, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marc L. Reisch, the President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2007	/s/ Marc L. Reisch
	Marc L. Reisch
	President and
	Chief Executive Officer
	(principal executive officer)

EXHIBIT 32.4

CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Visant Corporation (the “Company”) on Form 10-Q for the period ended September 29, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul B. Carousso, Vice President, Finance of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2007	/s/ Paul B. Carousso
	Paul B. Carousso
	Vice President, Finance
	(principal financial officer)