February 28, 2005
David G. Fiore
President and Chief Executive Officer
AAC Group Holding Corp.
7211 Circle S Road
Austin, Texas 78745
Re: AAC Group Holding Corp.
Form S-4/A filed February 10, 2005
File No. 333-121479
American Achievement Corporation
Form 10-K for fiscal year ended August 28, 2004
Form 10-Q for the quarter ended November 27, 2004
File No. 333-84294
Dear Mr. Fiore:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-4/A
ACC Group Holding Corp. is the sole obligor under the notes . . .,
page 13
1. We note your response to comment 10. Please revise this risk
factor subheading to concisely state the risk to you. You may
expand
upon the risk in the text of the risk factor.
Industry and Market Data, page 22
2. We note your response to comment 12 and reissue the comment.
Please delete the second sentence in this section.
Procedures for Tendering, page 25
3. We note your response to comment 15 and reissue the comment.
Rule
14e-1(c) requires you to exchange the outstanding notes or return
them "promptly" upon termination or withdrawal of the offer. You
should revise your disclosure in the "Terms of the Exchange Offer"
on
page 24 to indicate that outstanding notes will be returned
promptly
and not as promptly as practicable. In the "Procedures for
Tendering" section on page 26, you should revise your disclosure
to
indicate that outstanding notes will be returned promptly upon
termination or withdrawal of the offer.
Business, page 57
4. We note your supplemental response to comment 29. It is
unclear
how the supplemental information you provided sufficiently
supports
your statements in the third, fifth and sixth bullet points.
Please
revise or provide additional support. In addition, you should
provide support for your statements of leadership and industry
statistics throughout this section. The examples cited in our
prior
comment 29 did not include all the examples for which you should
have
provided support. The following are only a few additional
examples
for which you should provide support:
* We pioneered many of the industry`s major advances in yearbook
systems and design, page 58;
* We believe we are the second largest class ring provider and one
of
the leading yearbook providers, with market shares of
approximately
35% and 20%, respectively, in fiscal 2004, page 59; and
* During the last three fiscal years, we have had average school
retention rates of approximately 84% for high school class rings
and
84% for yearbooks, page 59.
Note 12: Commitments and Contingencies, page F-26
5. We have read your response to our prior comment 52. It does
not
appear as if you have modified your disclosure to state that there
was an unspecified amount of monetary relief requested in the
lawsuit. Please revise or advise.
6. We note the lawsuit that Frederick Goldman, Inc. filed on
February
11, 2004. The notes to your interim financial statements indicate
that no discovery has been conducted yet. Tell us whether you
have
met with the opposing party as required under Federal Rules of
Civil
Procedure, Rule 26(f) and whether a scheduling order has been
issued
under Rule 16(b). In general, please provide us with an update as
to
the status of the litigation.
Note 17: Business Segments, page F-15
7. We have read your response to our prior comment 54. Please
provide us with the following information so that we better
understand how you manage your business:
* Monthly internal reports used to report the results of
operations
of your business (e.g. flash reports);
* Financial reports provided to the board of directors for their
meetings;
* Budget and forecast reports used by management to plan future
operations;
* Internal quarterly and annual reports used by top management to
assess operating performance;
* A summary of the capital expenditure authority of your
management
noting the level of management and the amount of expenditure
authority; and
* Any regularly produced reports prepared on behalf of the
divisional
vice presidents for the review of the chief executive officer.
We may have further comment.
American Achievement Corporation
Form 10-K for fiscal year ended August 28, 2004
8. We note your responses to our comments 57-61 regarding the 2004
Form 10-K. It is not sufficient to respond to our comments in
future
filings. Please amend your Form 10-K and Forms 10-Q to address
our
comments as appropriate.
****
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
letter with your amendment that keys your responses to our
comments
and provides any requested supplemental information. Detailed
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact Dave Irving at (202) 942-1920 or Mike Moran,
Accounting Branch Chief, at (202) 942-2823 if you have questions
regarding comments on the financial statements and related
matters.
Please direct any other questions to Howard M. Baik at (202) 942-
1963
or to Ellie Quarles, Special Counsel, at (202) 942-1859.
Sincerely,
H. Christopher Owings
Assistant Director
cc (via fax): Joel F. Freedman, Esq.
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David G. Fiore
AAC Group Holding Corp.
February 28, 2005
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