<Page>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2002
REGISTRATION NO. 333-84294
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN ACHIEVEMENT CORPORATION
(Exact name of registrant as specified in Its Charter)
<Table>
DELAWARE 3911 13-4126506
(State or Other Jurisdiction Primary Standard Industrial (I.R.S. Employer
of Classification Code Number Identification Number)
Incorporation or Organization)
</Table>
SHERICE P. BENCH
CHIEF FINANCIAL OFFICER
7211 CIRCLE S ROAD, P.O. BOX 149107, AUSTIN, TEXAS 78745
PH: (512) 444-0571
FAX: (512) 443-5213
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
<Table>
CO-REGISTRANTS NATIONAL CORPORATE RESEARCH LTD.
SEE NEXT PAGE 615 SOUTH DUPONT HIGHWAY, COUNTY OF KENT
C/O AMERICAN ACHIEVEMENT CORPORATION DOVER, DE 19901
ATTN: SHERICE P. BENCH PH: (302) 734-1450
7211 CIRCLE 5 ROAD, P.O. BOX 149107, FAX: (302) 734-1476
AUSTIN, TEXAS 78745 (Name, Address, Including Zip Code, and
PH: (512) 440-2123 Telephone Number, Including Area Code, of
FAX: (512) 443-5213 Agent For Service)
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Co-Registrants)
</Table>
COPIES TO:
MICHAEL R. LITTENBERG, ESQ.
SCHULTE ROTH & ZABEL LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
PH: (212) 756-2000
FAX: (212) 593-5955
--------------------------
Approximate Date of Commencement of Proposed Offer to the Public. As soon as
practicable after this registration statement becomes effective.
If the securities being registered are being offered in connection with the
formation of a holding company and there is compliance with General Instruction
G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
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- --------------------------------------------------------------------------------
<Page>
CO-REGISTRANTS
<Table>
<Caption>
STATE OR OTHER PRIMARY STANDARD
JURISDICTION OF INDUSTRIAL
INCORPORATION OR CLASSIFICATION CODE I.R.S. EMPLOYER
EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER IDENTIFICATION NUMBER
- ------------------------------------------------------- ---------------- ------------------- ---------------------
Commemorative Brands, Inc. Delaware 3911 13-3915801
CBI North America, Inc. Delaware 3911 74-2802215
Taylor Senior Holding Corp. Delaware 2741 13-4099532
TP Holding Corp. Delaware 2741 13-4099531
Taylor Publishing Company Delaware 2741 75-1251430
Taylor Production Services Company, L.P. Delaware 2741 31-1576205
Educational Communications, Inc. Illinois 2741 23-7032032
</Table>
<Page>
This Amendment No. 1 amends and supplements the Registration Statement on
Form S-4 No. 333-84294 filed with the Securities and Exchange Commission on
March 14, 2002 (the "Registration Statement"), by American Achievement
Corporation, a Delaware corporation (the "Company"), relating to the offer to
exchange $177,000,000 of the Company's 11 5/8% Senior Notes due 2007, Series B
for any and all outstanding 11 5/8% Senior Notes due 2007, Series A. Terms not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.
The purpose of this Amendment No. 1 is to amend Item 21 herein and to file
related exhibits.
<Page>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
INDEMNIFICATION UNDER THE DELAWARE GENERAL CORPORATION LAW
Section 145 of the Delaware General Corporation Law ("DGCL"), authorizes a
corporation to indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that the person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding, if the person
acted in good faith and in a manner the person reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful. In addition, the Delaware General Corporation Law does not
permit indemnification in any threatened, pending or completed action or suit by
or in the right of the corporation in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses, which such court
shall deem proper. To the extent that a present or former director or officer of
a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter, such person shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by such person. Indemnity is
mandatory to the extent a claim, issue or matter has been successfully defended.
The Delaware General Corporation Law also allows a corporation to provide for
the elimination or limit of the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director
(1) for any breach of the director's duty of loyalty to the corporation or its
stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
(3) for unlawful payments of dividends or unlawful stock purchases or
redemptions, or
(4) for any transaction from which the director derived an improper personal
benefit.
These provisions will not limit the liability of directors or officers under
the federal securities laws of the United States.
INDEMNIFICATION UNDER THE BY-LAWS OF AMERICAN ACHIEVEMENT CORPORATION,
COMMEMORATIVE BRANDS, INC., CBI NORTH AMERICA, INC., TAYLOR SENIOR HOLDING CORP.
AND TP HOLDING CORP.
The by-law provisions of American Achievement Corporation, Commemorative
Brands, Inc., CBI North America, Inc., Taylor Senior Holding Corp. and TP
Holding Corp. relating to indemnification of Officers and Directors are
substantially identical. Accordingly, the description below of "American
Achievement Corporation" or "American" applies to each of American Achievement
Corporation,
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Commemorative Brands, Inc., CBI North America, Inc., Taylor Senior Holding Corp.
and TP Holding Corp.
Section 1 of Article VI of the Company's By-Laws provides that, unless
otherwise determined by the Board of Directors, the Company shall, to the
fullest extent permitted by the DGCL (including, without limitation,
Section 145 thereof) or other provisions of the laws of Delaware relating to
indemnification of directors, officers, employees and agents, as the same may be
amended and supplemented from time to time, indemnify any and all such persons
whom it shall have power to indemnify under the DGCL or such other provisions of
law.
Section 2 of Article VI of the Company's By-Laws provides that, without
limiting the generality of Section 1 of Article VI, to the fullest extent
permitted, and subject to the conditions imposed, by law, and pursuant to
Section 145 of the DGCL, unless otherwise determined by the Board of Directors,
the Company shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Company) by reason of the fact that such
person is or was a director, officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against reasonable expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; and
that the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another Company, partnership, joint
venture, trust or other enterprise against reasonable expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, except as otherwise provided by law.
Section 3 of Article VI of the Company's By-Laws provides that, to the
fullest extent permitted by law, indemnification may be granted, and expenses
may be advanced, to the persons described in Section 145 of the DGCL or other
provisions of the laws of Delaware relating to indemnification and advancement
of expenses, as from time to time may be in effect, by (i) a resolution of
stockholders, (ii) a resolution of the Board of Directors, or (iii) an agreement
providing for such indemnification and advancement of expenses.
Section 4 of Article VI of the Company's By-Laws provides that, it is the
intent of Article VI to require the Company, unless otherwise determined by the
Board of Directors, to indemnify the persons referred to therein for judgments,
fines, penalties, amounts paid in settlement and reasonable expenses (including
attorneys' fees), and to advance expenses to such persons, in each and every
circumstance in which such indemnification and such advancement of expenses
could lawfully be permitted by express provision of By-Laws, and the
indemnification and expense advancement provided by this Article VI shall not be
limited by the absence of an express recital of such circumstances. The
indemnification and advancement of expenses provided by, or granted pursuant to,
the Company's By-Laws shall not be deemed exclusive of any other rights to which
a person seeking indemnification or advancement of expenses may be entitled,
whether as a matter of law, under any provision of the Certificate of
Incorporation of the Company, the By-Laws, by agreement, by vote of stockholders
or disinterested
II-2
<Page>
directors of the Company or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
Section 5 of Article VI of the Company's By-Laws provides that
indemnification pursuant to the By-Laws shall inure to the benefit of the heirs,
executors, administrators and personal representatives of those entitled to
indemnification. The indemnification and advancement of expenses provided by or
granted pursuant to Article VI of the Company's By-Laws are not exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any By-Law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, it
being the policy of the Company that indemnification of the persons specified in
Article VI shall be made to the fullest extent permitted by law.
The Company has purchased and maintains insurance on behalf of any person
who is or was a director, officer, employee or agent of the Company, or is or
was a director or officer of the Company serving at the request of the Company
as a director, officer, employee or agent of another Company, partnership, joint
venture, trust, employee benefit plan or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have the power or the
obligation to indemnify him against such liability under the provisions of
Article VI of the Company's By-Laws.
INDEMNIFICATION UNDER THE BY-LAWS OF TAYLOR PUBLISHING COMPANY
Section 1 of Article VII of Taylor Publishing Company's By-Laws provides
that the corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he or she is or was a director, officer, employee, agent
or fiduciary of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding (and advance expenses to such
person in connection with such action) to the fullest extent permitted under the
laws of the state of Delaware now or hereafter in existence, including
Section 145 of the Delaware General Corporation Law as currently in existence or
as subsequently amended, modified, supplemented or replaced (but, in case of any
such amendment, modification, supplementation or replacement, only to the extent
that such amendment, modification, supplementation or replacement broadens such
person's rights to indemnification thereunder). Section 2 of Article VII
provides that the rights to receive indemnification and advancement of expenses
provided in Article VII of these By-laws shall not be deemed exclusive of any
other rights to which any person may at any time be entitled under applicable
law, the certificate of incorporation of the corporation, the By-laws, any
agreement, a vote of stockholders, a resolution of the board of directors or
otherwise. No amendment, alteration or repeal of Article VII or any provision
under the By-laws shall be effective as to any person in respect of any act,
event or circumstance that occurred or existed, in whole or in part, before such
amendment, alteration or repeal.
INDEMNIFICATION UNDER THE DELAWARE REVISED UNIFORM LIMITED PARTNERSHIP ACT
AND THE PARTNERSHIP AGREEMENT OF TAYLOR PRODUCTION SERVICES COMPANY, L.P.
Subject to any terms, conditions or restrictions set forth in the
partnership agreements, Section 17-108 of the Delaware Revised Uniform Limited
Partnership Act empowers a Delaware
II-3
<Page>
limited partnership to indemnify and hold harmless a partner or other persons
from and against all claims and demands whatsoever. The partnership agreement of
Taylor Production Services Company, L.P. does not contain any indemnification
provisions or limitations thereon.
INDEMNIFICATION UNDER THE BY-LAWS OF EDUCATIONAL COMMUNICATIONS, INC.
Section 1(a) of Article XI of Educational Communications, Inc. ("ECI")'s
By-Laws provides that, subject to the provisions of Section 3 of Article XI, ECI
shall indemnify any person who was or is a party, or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or who was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 1(b) of Article XI provides that, subject to the provisions of
Section 3 of Article XI, ECI shall indemnify any person who was or is a party,
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless, and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
Section 2 of Article XI provides that, to the extent that a director,
officer, employee or agent of the corporation has been successful, on the merits
or otherwise, in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 1 of Article XI, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Section 3 of Article XI provides that any indemnification under subsections
(a) and (b) of Section 1 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case, upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b). Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, or (2) if such a quorum is
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not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
shareholders.
Section 4 of Article XI provides that expenses incurred in defending a civil
or criminal action may be paid by the corporation in advance of the final
disposition of such action, as authorized by the board of directors in the
specific case, upon receipt of any undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, unless it shall ultimately be
determined that he is entitled to be indemnified.
Section 5 of Article XI provides that the indemnification provided by
Article XI shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors or, otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.
INDEMNIFICATION UNDER THE ILLINOIS BUSINESS CORPORATION ACT WITH RESPECT TO ECI
In general, Section 8.75 of the Illinois Business Corporation Act empowers
Illinois corporations to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that the person is or was a director, officer, employee or
agent of the registrant, or is or was serving at the request of the registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, so
long as such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the registrant and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. For actions or suits by or in the right
of the registrant, no indemnification is permitted in respect of any claim,
issue or matter as to which such person is adjudged to be liable to the
registrant, unless, and only to the extent that, the court in which such action
or suit was brought determines upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper. Any indemnification (unless ordered by a court) will be made by
the registrant only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct set
forth above. Such determination shall be made (a) by the board of directors by a
majority vote of a quorum consisting of the directors who are not parties to
such action, suit or proceeding, or (b) if such a quorum is not obtainable or if
such directors so direct, by independent legal counsel in a written opinion, or
(c) by the stockholders. Such indemnification is not exclusive of any other
rights to which those indemnified may be entitled under any by-laws, agreement,
vote of stockholders or otherwise.
Section 8.75 also authorizes the registrant to buy directors' and officers'
liability insurance and gives a director, officer, employee or agent of the
registrant, or a person who is or was serving at the request of the registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
such person and incurred by such person in any capacity, or arising out of the
person's status as such, whether or not the registrant has the power to
indemnify the person against such liability.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- ------------------------------------------------------------
1.1 Purchase Agreement, dated as of February 14, 2002, among
American Achievement Corporation, the Guarantors and the
Initial Purchasers*
3.1 Certificate of Incorporation of American Achievement
Corporation with all amendments
(f/k/a Commemorative Brands Holding Corp.)*
3.2 By-Laws of American Achievement Corporation (f/k/a
Commemorative Brands Holding Corp.)*
3.3 Certificate of Incorporation of Commemorative Brands, Inc.
with all amendments (f/k/a Scholastic Brands, Inc., Class
Rings, Inc. and Keepsake Jewelry, Inc.)*
3.4 By-Laws of Commemorative Brands, Inc. (f/k/a Scholastic
Brands, Inc., Class Rings, Inc. and Keepsake Jewelry, Inc.)*
3.5 Certificate of Incorporation of CBI North America, Inc. with
all amendments (f/k/a SBI North America, Inc.)*
3.6 By-Laws of CBI North America, Inc. with all amendments
(f/k/a SBI North America, Inc.)*
3.7 Certificate of Incorporation of Taylor Senior Holding Corp.*
3.8 By-Laws of Taylor Senior Holding Corp.*
3.9 Amended and Restated Certificate of Incorporation of TP
Holding Corp. (f/k/a TP Acquisition Corp.)*
3.10 By-Laws of TP Holding Corp. (f/k/a TP Acquisition Corp.)*
3.11 Certificate of Incorporation of Taylor Publishing Company
with all amendments (f/k/a Taylor Publishing Company of
Delaware)*
3.12 By-Laws of Taylor Publishing Company (f/k/a Taylor
Publishing Company of Delaware)*
3.13 Certificate of Limited Partnership of Taylor Production
Services Company, L.P.*
3.14 Taylor Production Services Company, L.P. Limited Partnership
Agreement*
3.15 Articles of Incorporation of Educational Communications,
Inc. with all amendments (f/k/a Merit Publishing Company)*
3.16 By-Laws of Educational Communications, Inc.*
4.1 Indenture, dated as of February 20, 2002, among American
Achievement Corporation, The Bank of New York, as Trustee,
and the Guarantors*
4.2 Form of 11 5/8 Senior Notes due 2007 (included in Exhibit
4.1)*
4.3 Registration Rights Agreement, dated as of February 20,
2002, among American Achievement Corporation, the Guarantors
and the Initial Purchasers*
4.4 Form of Guarantee (included in Exhibit 4.1)*
4.5 Form of Indenture dated as of December 16, 1996 between
Commemorative Brands, Inc. and HSBC Bank USA (f/k/a Marine
Midland Bank)*
4.6 Form of First Supplemental Indenture, dated as of July 21,
2000, between Commemorative Brands, Inc. and HSBC Bank USA
(f/k/a Marine Midland Bank)*
5.1 Opinion of Schulte Roth & Zabel LLP
</Table>
II-6
<Page>
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- ------------------------------------------------------------
10.1 Credit Agreement, dated as of February 20, 2002, among
American Achievement Corporation, as the Borrower, the
Lenders party thereto and The Bank of Nova Scotia, as the
Administrative Agent for the Lenders*
10.2 Gold Consignment Agreement dated July 27, 2000 between
Commemorative Brands, Inc. and The Bank of Nova Scotia*
10.3 Subsidiary Pledge and Security Agreement, dated as of
February 20, 2002, made by American Achievement Corporation
in favor of The Bank of Nova Scotia, as administrative agent
for each of the Secured Parties (as defined therein)*
10.4 Borrower Pledge and Security Agreement, dated as of
February 20, 2002, made by each domestic subsidiary of
American Achievement Corporation from time to time party
hereto in favor of The Bank of Nova Scotia, as
administrative agent for each of the Secured Parties (as
defined therein)*
10.5 Subsidiary Guaranty, dated as of February 20, 2002, made by
each subsidiary of American Achievement Corporation from
time to time party hereto in favor of The Bank of Nova
Scotia, as administrative agent for each of the Secured
Parties (as defined therein)*
10.6 Form of The Management Agreement dated as of March 30, 2001
among American Achievement Corporation, its Subsidiaries
listed therein and Castle Harlan, Inc.*
10.7 Letter Agreement, dated as of October 11, 2000, amended as
of November 3, 2000, between Scotiabank and TP Holdings
Corp., regarding (i) USD 27,500,000.00MM Interest Rate Swap
Transaction (Ref: S24041) and (ii) USD 25,000,000.00MM
Interest Rate Swap Transaction (Ref: S24042)*
10.8 Employment Agreement, dated as of July 13, 1999 by and
between Commemorative Brands, Inc. and David G. Fiore*
10.9 First Amendment to the Employment Agreement by and between
Commemorative Brands, Inc. and David G. Fiore dated
February 1, 2002*
10.10 Employment Agreement, dated as of December 16, 1996 by and
between Commemorative Brands, Inc. and Sherice P. Bench, as
amended*
10.11 Employment Agreement, dated as of December 16, 1996 by and
between Commemorative Brands, Inc. and Donald J. Percenti*
10.12 Employment Agreement, dated as of December 16, 1996 by and
between Commemorative Brands, Inc. and Charlyn A. Cook*
10.13 American Achievement Corporation 2000 Stock Option Plan
(f/k/a Commemorative Brands Holding Corp. 2000 Stock Option
Plan)*
12.1 Statement regarding Computation of Ratios of Earnings to
Fixed Charges of American Achievement Corporation
21 Subsidiaries of American Achievement Corporation*
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of Altschuler, Melvoin and Glasser
23.4 Consent of Schulte Roth & Zabel LLP (incorporated by
reference in Exhibit 5.1)
24 Power of Attorney (included on Signature Page of initial
filing)*
25 Statement of Eligibility and Qualification on Form T-1 of
The Bank of New York, as Trustee*
</Table>
II-7
<Page>
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- ------------------------------------------------------------
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery for Outstanding
11 5/8% Senior Notes due 2007, Series A, in exchange for
11 5/8% Senior Notes due 2007, Series B
99.3 Andersen Representation Letter
</Table>
- ---------
* Previously filed in Registration Statement No. 333-84294 on March 14, 2002.
ITEM 22. UNDERTAKINGS.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement, or the most recent
post-effective amendment thereof, which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered, if the total
dollar value of securities offered would not exceed that which was
registered, and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrants hereby undertake that:
(1) Prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this Registration Statement,
by any person or party who is deemed to be an underwriter within the meaning
of Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to the reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) Every prospectus: (i) that is filed pursuant to the immediately preceding
paragraph or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
II-8
<Page>
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by then is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-9
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, American
Achievement Corporation has duly caused this Amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas on the 5th day of April, 2002.
<Table>
AMERICAN ACHIEVEMENT CORPORATION
By: /s/ DAVID G. FIORE
-----------------------------------------
Name: David G. Fiore
Title: PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR
</Table>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID G. FIORE
------------------------------------------- President, Chief Executive April 5, 2002
David G. Fiore Officer and Director
*
------------------------------------------- Chief Financial Officer April 5, 2002
Sherice P. Bench
*
------------------------------------------- Director April 5, 2002
John K. Castle
*
------------------------------------------- Director April 5, 2002
David B. Pittaway
*
------------------------------------------- Director April 5, 2002
Edward O. Vetter
*
------------------------------------------- Director April 5, 2002
William Pruellage
*
------------------------------------------- Director April 5, 2002
Zane Tankel
</Table>
<Table>
*By: /s/ DAVID G. FIORE
-------------------------------------
David G. Fiore
Attorney-in-fact
</Table>
II-10
<Page>
Pursuant to the requirements of the Securities Act of 1933, Commemorative
Brands, Inc. has duly caused this Amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Austin, State of Texas on the 5th day of April, 2002.
<Table>
COMMEMORATIVE BRANDS, INC.
By: /s/ DAVID G. FIORE
-----------------------------------------
Name: David G. Fiore
Title: CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</Table>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID G. FIORE Chairman of the Board of
------------------------------------------- Directors, President and April 5, 2002
David G. Fiore Chief Executive Officer
*
------------------------------------------- Controller and Director April 5, 2002
Leah Bush
* Chief Financial Officer,
------------------------------------------- Secretary, Treasurer and April 5, 2002
Sherice P. Bench Director
</Table>
<Table>
*By: /s/ DAVID G. FIORE
-------------------------------------
David G. Fiore
Attorney-in-fact
</Table>
II-11
<Page>
Pursuant to the requirements of the Securities Act of 1933, CBI North
America, Inc. has duly caused this Amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Austin, State of Texas on the 5th day of April, 2002.
<Table>
CBI NORTH AMERICA, INC.
By: /s/ DAVID G. FIORE
-----------------------------------------
Name: David G. Fiore
Title: CHAIRMAN OF THE BOARD OF
DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</Table>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID G. FIORE Chairman of the Board of
------------------------------------------- Directors, President and April 5, 2002
David G. Fiore Chief Executive Officer
*
------------------------------------------- Controller and Director April 5, 2002
Leah Bush
* Chief Financial Officer,
------------------------------------------- Secretary, Treasurer and April 5, 2002
Sherice P. Bench Director
</Table>
<Table>
*By: /s/ DAVID G. FIORE
-------------------------------------
David G. Fiore
Attorney-in-fact
</Table>
II-12
<Page>
Pursuant to the requirements of the Securities Act of 1933, Taylor Senior
Holding Corp. has duly caused this Amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas on the 5th day of April, 2002.
<Table>
TAYLOR SENIOR HOLDING CORP.
By: /s/ DAVID G. FIORE
-----------------------------------------
Name: David G. Fiore
Title: CHAIRMAN OF THE BOARD OF
DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</Table>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID G. FIORE Chairman of the Board of
------------------------------------------- Directors, President and April 5, 2002
David G. Fiore Chief Executive Officer
*
------------------------------------------- Controller and Director April 5, 2002
Steve Bauer
* Chief Financial Officer,
------------------------------------------- Secretary, Treasurer and April 5, 2002
Sherice P. Bench Director
</Table>
<Table>
*By: /s/ DAVID G. FIORE
-------------------------------------
David G. Fiore
Attorney-in-fact
</Table>
II-13
<Page>
Pursuant to the requirements of the Securities Act of 1933, TP Holding Corp.
has duly caused this Amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas on the 5th day of April, 2002.
<Table>
TP HOLDING CORP.
By: /s/ DAVID G. FIORE
-----------------------------------------
Name: David G. Fiore
Title: CHAIRMAN OF THE BOARD OF
DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</Table>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID G. FIORE Chairman of the Board of
------------------------------------------- Directors, President and April 5, 2002
David G. Fiore Chief Executive Officer
*
------------------------------------------- Controller and Director April 5, 2002
Steve Bauer
* Chief Financial Officer,
------------------------------------------- Secretary, Treasurer and April 5, 2002
Sherice P. Bench Director
</Table>
<Table>
*By: /s/ DAVID G. FIORE
-------------------------------------
David G. Fiore
Attorney-in-fact
</Table>
II-14
<Page>
Pursuant to the requirements of the Securities Act of 1933, Taylor
Publishing Company has duly caused this Amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, State of Texas on the 5th day of April, 2002.
<Table>
TAYLOR PUBLISHING COMPANY
By: /s/ DAVID G. FIORE
-----------------------------------------
Name: David G. Fiore
Title: CHAIRMAN OF THE BOARD OF
DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</Table>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID G. FIORE Chairman of the Board of
------------------------------------------- Directors, President and April 5, 2002
David G. Fiore Chief Executive Officer
*
------------------------------------------- Controller and Director April 5, 2002
Steve Bauer
* Chief Financial Officer,
------------------------------------------- Secretary, Treasurer and April 5, 2002
Sherice P. Bench Director
</Table>
<Table>
*By: /s/ DAVID G. FIORE
-------------------------------------
David G. Fiore
Attorney-in-fact
</Table>
II-15
<Page>
Pursuant to the requirements of the Securities Act of 1933, Taylor
Production Services Company, L.P. has duly caused this Amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas on the 5th day of April,
2002.
<Table>
TAYLOR PRODUCTION SERVICES COMPANY, L.P.
By: Taylor Publishing Company
Its general partner
/s/ DAVID G. FIORE
-----------------------------------------
Name: David G. Fiore
Title: CHAIRMAN OF THE BOARD OF
DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</Table>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID G. FIORE Chairman of the Board of
------------------------------------------- Directors, President and April 5, 2002
David G. Fiore Chief Executive Officer
*
------------------------------------------- Controller and Director April 5, 2002
Steve Bauer
* Chief Financial Officer,
------------------------------------------- Secretary, Treasurer and April 5, 2002
Sherice P. Bench Director
</Table>
<Table>
*By: /s/ DAVID G. FIORE
-------------------------------------
David G. Fiore
Attorney-in-fact
</Table>
II-16
<Page>
Pursuant to the requirements of the Securities Act of 1933, Educational
Communications, Inc. has duly caused this Amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lake Forest, State of Illinois on the 5th day of
April, 2002.
<Table>
EDUCATIONAL COMMUNICATIONS, INC.
By: /s/ DAVID G. FIORE
-----------------------------------------
Name: David G. Fiore
Title: CHAIRMAN OF THE BOARD OF DIRECTORS
</Table>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID G. FIORE
------------------------------------------- Chairman of the Board of April 5, 2002
David G. Fiore Directors
*
------------------------------------------- Chief Financial Officer, April 5, 2002
Sherice P. Bench Treasurer and Director
*
------------------------------------------- President April 5, 2002
Parke H. Davis
</Table>
<Table>
*By: /s/ DAVID G. FIORE
-------------------------------------
David G. Fiore
Attorney-in-fact
</Table>
II-17
<Page>
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- ------------------------------------------------------------
1.1 Purchase Agreement, dated as of February 14, 2002, among
American Achievement Corporation, the Guarantors and the
Initial Purchasers*
3.1 Certificate of Incorporation of American Achievement
Corporation with all amendments
(f/k/a Commemorative Brands Holding Corp.)*
3.2 By-Laws of American Achievement Corporation (f/k/a
Commemorative Brands Holding Corp.)*
3.3 Certificate of Incorporation of Commemorative Brands, Inc.
with all amendments (f/k/a Scholastic Brands, Inc., Class
Rings, Inc. and Keepsake Jewelry, Inc.)*
3.4 By-Laws of Commemorative Brands, Inc. (f/k/a Scholastic
Brands, Inc., Class Rings, Inc. and Keepsake Jewelry, Inc.)*
3.5 Certificate of Incorporation of CBI North America, Inc. with
all amendments (f/k/a SBI North America, Inc.)*
3.6 By-Laws of CBI North America, Inc. with all amendments
(f/k/a SBI North America, Inc.)*
3.7 Certificate of Incorporation of Taylor Senior Holding Corp.*
3.8 By-Laws of Taylor Senior Holding Corp.*
3.9 Amended and Restated Certificate of Incorporation of TP
Holding Corp. (f/k/a TP Acquisition Corp.)*
3.10 By-Laws of TP Holding Corp. (f/k/a TP Acquisition Corp.)*
3.11 Certificate of Incorporation of Taylor Publishing Company
with all amendments (f/k/a Taylor Publishing Company of
Delaware)*
3.12 By-Laws of Taylor Publishing Company (f/k/a Taylor
Publishing Company of Delaware)*
3.13 Certificate of Limited Partnership of Taylor Production
Services Company, L.P.*
3.14 Taylor Production Services Company, L.P. Limited Partnership
Agreement*
3.15 Articles of Incorporation of Educational Communications,
Inc. with all amendments (f/k/a Merit Publishing Company)*
3.16 By-Laws of Educational Communications, Inc.*
4.1 Indenture, dated as of February 20, 2002, among American
Achievement Corporation, The Bank of New York, as Trustee,
and the Guarantors*
4.2 Form of 11 5/8 Senior Notes due 2007 (included in Exhibit
4.1)*
4.3 Registration Rights Agreement, dated as of February 20,
2002, among American Achievement Corporation, the Guarantors
and the Initial Purchasers*
4.4 Form of Guarantee (included in Exhibit 4.1)*
4.5 Form of Indenture dated as of December 16, 1996 between
Commemorative Brands, Inc. and HSBC Bank USA (f/k/a Marine
Midland Bank)*
4.6 Form of First Supplemental Indenture, dated as of July 21,
2000, between Commemorative Brands, Inc. and HSBC Bank USA
(f/k/a Marine Midland Bank)*
5.1 Opinion of Schulte Roth & Zabel LLP
10.1 Credit Agreement, dated as of February 20, 2002, among
American Achievement Corporation, as the Borrower, the
Lenders party thereto and The Bank of Nova Scotia, as the
Administrative Agent for the Lenders*
10.2 Gold Consignment Agreement dated July 27, 2000 between
Commemorative Brands, Inc. and The Bank of Nova Scotia*
</Table>
<Page>
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- ------------------------------------------------------------
10.3 Subsidiary Pledge and Security Agreement, dated as of
February 20, 2002, made by American Achievement Corporation
in favor of The Bank of Nova Scotia, as administrative agent
for each of the Secured Parties (as defined therein)*
10.4 Borrower Pledge and Security Agreement, dated as of
February 20, 2002, made by each domestic subsidiary of
American Achievement Corporation from time to time party
hereto in favor of The Bank of Nova Scotia, as
administrative agent for each of the Secured Parties (as
defined therein)*
10.5 Subsidiary Guaranty, dated as of February 20, 2002, made by
each subsidiary of American Achievement Corporation from
time to time party hereto in favor of The Bank of Nova
Scotia, as administrative agent for each of the Secured
Parties (as defined therein)*
10.6 Form of The Management Agreement dated as of March 30, 2001
among American Achievement Corporation, its Subsidiaries
listed therein and Castle Harlan, Inc.*
10.7 Letter Agreement, dated as of October 11, 2000, amended as
of November 3, 2000, between Scotiabank and TP Holdings
Corp., regarding (i) USD 27,500,000.00MM Interest Rate Swap
Transaction (Ref: S24041) and (ii) USD 25,000,000.00MM
Interest Rate Swap Transaction (Ref: S24042)*
10.8 Employment Agreement, dated as of July 13, 1999 by and
between Commemorative Brands, Inc. and David G. Fiore*
10.9 First Amendment to the Employment Agreement by and between
Commemorative Brands, Inc. and David G. Fiore dated
February 1, 2002*
10.10 Employment Agreement, dated as of December 16, 1996 by and
between Commemorative Brands, Inc. and Sherice P. Bench, as
amended*
10.11 Employment Agreement, dated as of December 16, 1996 by and
between Commemorative Brands, Inc. and Donald J. Percenti*
10.12 Employment Agreement, dated as of December 16, 1996 by and
between Commemorative Brands, Inc. and Charlyn A. Cook*
10.13 American Achievement Corporation 2000 Stock Option Plan
(f/k/a Commemorative Brands Holding Corp. 2000 Stock Option
Plan)*
12.1 Statement regarding Computation of Ratios of Earnings to
Fixed Charges of American Achievement Corporation
21 Subsidiaries of American Achievement Corporation*
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of Altschuler, Melvoin and Glasser
23.4 Consent of Schulte Roth & Zabel LLP (incorporated by
reference in Exhibit 5.1)
24 Power of Attorney (included on Signature Page of initial
filing)*
25 Statement of Eligibility and Qualification on Form T-1 of
The Bank of New York, as Trustee*
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery for Outstanding
11 5/8% Senior Notes due 2007, Series A, in exchange for
11 5/8% Senior Notes due 2007, Series B
99.3 Andersen Representation Letter
</Table>
- ---------
* Previously filed in Registration Statement No. 333-84294 on March 14, 2002.