American Achievement tenders for 11 5/8% notes

New York, Feb. 25 - American Achievement Corp. (B1/B+) said that it has begun a cash tender offer for any and all its $177 million principal amount of outstanding 11 5/8% senior notes due 2007 and is also soliciting noteholder consents to proposed changes in the notes' indenture.

The company set a consent deadline of 5 p.m. ET on March 8 and said that the tender offer will expire at midnight ET on March 22, with both deadlines subject to possible extension.

American Achievement, an Austin, Texas-based manufacturer and supplier of class rings, yearbooks, graduation products, achievement publications and recognition and affinity jewelry, said that it would pay all tendering holders tender offer $1,123.92 per $1,000 of the principal amount of notes tendered and accepted for purchase, plus accrued and unpaid interest up to, but not including, the payment date for the notes, which would be promptly following the offer's expiration.

Assuming the requisite number of consent are received and the offer to purchase the notes is completed, it will additionally pay holders who tender their notes by the consent deadline (and thus, deliver consent to the proposed indenture amendment, which will eliminate substantially all of the affirmative and restrictive covenants, certain repurchase rights and certain events of default and related provisions contained in the indenture) a consent payment of $10 per $1,000 principal amount of notes tendered (for total consideration of $1,133.92 per $1,000 principal amount, plus interest). Holders tendering their notes after the consent deadline but before the offer expiration will receive the tender offer consideration amount but will not receive the consent payment.

Holders tendering their notes will be required to consent to the proposed indenture amendments. Holders may not tender their notes without also delivering consents or deliver consents without also tendering their notes.

American Achievement intends to finance the tender offer and consent solicitation with a portion of the proceeds of the consideration from its planned merger with an affiliate of Fenway Partners Capital Fund II LP. Completion of this merger is one of the conditions to the company's obligations to accept notes for payment under the tender offer.

In addition, if the merger is consummated, American Achievement said it intends to redeem the 11% senior subordinated notes due 2007 of its subsidiary Commemorative Brands Inc. (Caa1/B), although it has not formally begun that redemption process yet.

Deutsche Bank Securities Inc. (contact Alice Jane Poor at the High Yield Capital Markets department at 800 553-2826) and Goldman, Sachs & Co. (call the Credit Liability Management Group at 800 828-3182) will be the exclusive dealer-managers and solicitation agents for the tender offer and consent solicitation. MacKenzie Partners Inc. is the information agent for the tender offer and consent solicitation (call 800 322-2885).

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