Mail Stop 3561
October 12, 2005
Marie D. Hlavaty, Esq.
Vice President and General Counsel
Visant Corporation and Visant Holding Corporation
One Byran Brook Place, Suite 202
Armonk, New York 10504
Re: Visant Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed September 13, 2005
File No. 333-126002
Visant Holding Corp.
Post-Effective Amendment No. 4 to Registration Statement on Form
S-4
Filed September 13, 2005
File No. 333-112055
Form 10-K for Fiscal Year Ended January 1, 2005
Form 10-Q for Fiscal Quarter Ended April 2, 2005
Form 10-Q for Fiscal Quarter Ended July 2, 2005
File No. 333-112055
Dear Mr. Hlavaty:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
information so we may better understand your disclosure. After
reviewing this information, we may 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 filing.
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
Amendment to Form S-1
The Transactions, page 4
1. We note your response to comment 8 in our letter dated July 21,
2005. Please include your response to our comment in your
registration statement.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 35
Our Company, page 56
2. We note your response to comment 31 in our comment letter dated
July 21, 2005. Please include your response to our comment in
your
registration statement.
Consolidated Financial Statements - Visant Corporation
General
3. If applicable, please update your financial statements and
other
financial disclosures in your next amendment to include the
applicable interim periods as required by Rule 3-12 of Regulation
S-
X.
Consolidated Statements of Operations, page F-5
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Revenue Recognition, page F-17
4. We have read your response to comment 40 in our letter dated
July
21, 2005 regarding the need to clarify your disclosure relating to
the recognition of revenue prior to the actual delivery of
products
and services to the customer. Please tell us and revise your
disclosures in the Form S-1, as amended, to clarify your basis for
recognizing revenue prior to delivery and other performance
obligations that may exist. Your revised disclosures should
identify
who has risk of loss during the shipment of products to the
customer.
Note 4. Acquisition of The Lehigh Press, Inc., page F-22
5. We note your disclosure that in connection with your
acquisition
of The Lehigh Press, Inc. approximately $96 million of the
purchase
price was allocated to goodwill and intangible assets. Please
provide the description and amount for each asset and clarify in
your
disclosures the amount of purchase price that was allocated to any
of
the intangible assets identified in paragraph A14 of SFAS 141,
particularly customer related intangible assets discussed in
paragraph A14b(1) through (4). Please also tell us if you
continue
to maintain customer relations with those customers acquired in
the
acquisition in 2003 of The Lehigh Press, Inc.
Note 8. Accounts Receivable and Inventories, page F-25
Precious Metals Consignment Arrangement
6. We have read your response to comment 41 in our letter dated
July
21, 2005 regarding the clarification in your disclosure as to when
title transfers to you for products sold under your precious
metals
consignment agreement. Please revise your disclosure in the Form
S-
1, as amended, to state when title transfers to you.
Note 3. 2003 Jostens Merger, page F-21
Note 10. Goodwill and Other Intangible Assets, page F-26
7. We have read your response to comment 42 of our letter dated
July
21, 2005 regarding your basis for not allocating more cost to
intangible assets such as school and customer relationships
instead
of to goodwill. Your response indicates that you assigned the
Jostens school relationships a fair market value of $330 million
by
using a modified form of the income approach known as the "excess
earnings approach." You state that under this approach the value
of
school relationships is reduced to the extent that value was
recognized in other tangible and intangible assets such as
trademarks, where a significant value was attributed. Please tell
us
the amount that you have reduced the value of school relationships
to
arrive at the current balance for each intangible asset categories
and why.
8. We have read your response to comment 43 of our letter dated
July
21, 2005 regarding your decision to give an indefinite life status
to
your trademarks and trade names. Our prior comment requested you
to
identify those trade names and trademarks that were not previously
amortized over the maximum amortization period of 40 years under
APB
17. Since you did not provide this information, please do so and
explain to us the events or circumstances that caused them to now
become indefinite lived intangible assets. Also, during the last
several years some recent consumer surveys published in various
news
magazines have suggested that the demand for class rings has
declined
significantly due to the current and future value systems of
students
compared to prior years. Please tell us the results of your
research
with respect to "demand for your products" as opposed to awareness
and provide us with your assumptions on your estimate of demand
for
each of your major product areas for the period of your cash flow
analysis used in your most recent impairment tests. Refer to
paragraph 11 of SFAS 142.
Note 11. Long-term Debt, page F-28
9. We have read your response to comment 44 of our letter dated
July
21, 2005 regarding the cross-default provisions of your credit
facilities and debt agreements and compliance with them. Please
revise your disclosure in the Form S-1, as amended, to include the
cross-default provisions of your credit facilities and debt
agreements, the repercussions of not meeting them, the material
covenants that you are required to maintain, and whether you are
in
compliance with all of the material covenants on these agreements.
Refer to Rule 4-08(c) of Regulation S-X.
10. We have read your response to comment 45 of our letter dated
July
21, 2005 relating to your restrictions on dividends and the
specific
restrictions on any consolidation, merger or transfer of assets of
your affiliated companies to you in the form of loans, advance or
cash dividends without the consent of a third party. Please
revise
your disclosure in your Form S-1, as amended, to include the
proposed
footnote language provided in your response relating to these
restrictions and their impact. Refer to 4-08(e)(c) of Regulation
S-
X.
Note 18. Business Segments, page F-48
11. We have read your response to comment 46 of our letter dated
July
21, 2005 regarding your basis for concluding that you have two
reportable segments. Your response states that, for purposes of
determining if you meet the similarity of economic characteristics
requirement under paragraph 17 of SFAS 131, you define
contribution
margin as gross margin less sales commissions. Please tell us how
this measure of operating profit relates to the measure of
operating
profit used in your financial statements (i.e. operating income)
and
that used in your internal reports (i.e. EBITDA). Please also
provide us with revenues and the measure of operating profit for
all
of the operating segments included within the Jostens reportable
segment for at least the past three years.
12. Please provide us with a summary of the operating results
(revenues and measure of income) for each of the eight production
facilities included in the print group. This information should be
provided for at least the last three years. Please also tell us
what
is specifically produced at each facility and where each facility
is
located.
13. We note your assertion that the production processes for books
and rings are similar. Please help us to better understand these
similarities. Tell us where these production facilities are
located
and the specific products manufactured at each facility. Tell us
whether you could produce books in the same facility using the
same
equipment and processes where you produce rings. Tell us whether
the
materials used to produce books and jewelry are similar and
interchangeable. Your current response regarding the nature of
the
production process appears to be focused primarily on the
seasonality
of the production cycle and the similarity of the customers for
the
products.
14. We have read your response to comment 46 of our letter dated
July
21, 2005 regarding your basis for concluding that you have two
reportable segments. Your response appears to state that you
believe
you meet this requirement under paragraph 17 of SFAS 131, and that
the customers for Jostens of educational institutions and
individual
students are identical for yearbooks, photo and scholastic
products.
Please explain to us your basis for considering which of the two,
the
educational institution or the student, is the actual customer for
the yearbook printing business unit. In other words, it would
appear
that in the case of each business unit, the customer is either the
educational institution or the student, and not both. Your
response
seems to suggest that you believe each business unit has both the
educational institution and student as customers, instead of just
one
of the two. Please clarify for us what your position is and why.
General
15. Where applicable, please revise the Form S-4, as amended, to
comply with the comments issued above on your Form S-1, as
amended.
Visant Holdings Corp. Post-Effective Amendment to Form S-4
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies, page F-12
16. We have read your response to comment 52 of our letter dated
July
21, 2005 regarding the expansion of your disclosure relating to
transactions and agreements between you, your shareholders and
their
affiliates along with the nature of the transactions as required
by
paragraphs 2 through 4 of SFAS 57. Please revise your Form S-1,
as
amended, to include the proposed footnote language included in
your
response.
17. We have read your response to comment 53 of our letter dated
July
21, 2005 regarding the disclosure of any unusual rights and
privileges of each class of common stock outstanding as required
by
paragraph 4 of SFAS 129. Please revise your disclosure in Form S-
1,
as amended, to include the proposed footnote language included in
your response.
*****
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 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 Milwood Hobbs at (202) 551- 3241 or Mike
Moran,
Accounting Branch Chief, at (202) 551-3841 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Howard M. Baik at (202) 551-3317, Ellie Quarles,
Special Counsel, at (202) 551-3238, or me at (202) 551-3725 with
any
other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc (via fax): Rise Norman, Esq.
(212) 455-2502
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Marie D. Hlavaty, Esq.
Visant Corporation and Visant Holding Corp.
October 12, 2005
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