Von Hoffman, unit tender for 13½%, 10¼% and 10 3/8% notes

New York, Aug. 20 - Von Hoffmann Holdings Inc. said that it has begun a cash tender offer for any and all its $44,729,375 outstanding principal amount of 13½% subordinated exchange debentures due 2009.

The company also said that its subsidiary, Von Hoffman Corp. (B2), has similarly begun a cash tender offer for any and all of the subsidiary's $275 million of outstanding 10¼% senior notes due 2009 and for any and all $100 million of its 10 3/8% senior subordinated notes due 2007.

The companies are also seeking the consent of holders of each series of notes to proposed indenture changes aimed at eliminating substantially all of the restrictive and reporting covenants, certain events of default and certain other provisions contained in the indentures governing each series of notes.

The company said that the consent solicitations would all expire at 5 p.m. ET on Sept. 1 and the tender offers would each expire at 5 p.m. ET on Sept. 17, with all deadlines subject to possible extension.

Von Hoffman, a St. Louis-based manufacturer of educational textbooks, provider of related components for major book publishers and provider of design and printing services, said the tender offers and consent solicitations were being undertaken in connection with the company's previously announced transactions with affiliates of Kohlberg Kravis Roberts & Co. and DLJ Merchant Banking Partners, which will include the merger of Von Hoffmann Holdings with VHH Merger Inc., a wholly owned subsidiary of Fusion Acquisition LLC, and the contribution of Von Hoffmann Holdings to Jostens Holding Corp.

The company said that noteholders who tender their notes by the consent deadline and thus provide consents to the proposed indenture changes will receive a consent payment of $20 per $1,000 principal amount of notes tendered and accepted for purchase as part of the total consideration that will be paid to those noteholders. Noteholders tendering after the consent deadline will receive a tender offer consideration (i.e., total consideration minus the consent payment), and all tendering holders will also receive accrued and unpaid interest, if any, from the last interest payment up to, but not including, the payment date.

For the Von Hoffman Holdings 13½% debenture, total consideration will be $1,043 per $1,000 principal amount of notes; for Von Hoffman Corp.'s 10 3/8% notes, it will be $1,019.79 per $1,000 principal amount. The consideration to be paid for Von Hoffman Corp.'s 10¼% notes will be determined at 10 a.m. ET on Sept. 2, subject to possible extension, based on the present value of such notes as of the payment date, calculated in accordance with standard market practice, assuming each $1,000 principal amount of the notes would be paid at a price of $1,076.88 on March 15, 2005, discounted at a rate equal to 75 basis points over the yield on the 1 5/8% U.S. Treasury note due March 31, 2005.

Von Hoffmann Holdings and Von Hoffmann Corp. intend to fund the tender offer and consent payments with a portion of the proceeds from senior secured term loan and revolving credit facilities totaling up to $1.3 billion principal amount and a $500 million increasing-rate bridge loan to be secured by Jostens IH Corp., a wholly owned subsidiary of Jostens Holding Corp. (or, in lieu of the bridge loan, the incurrence of other debt by Jostens IH Corp.) in connection with the Kohlberg Kravis/DLJ transactions.

The companies said that completion of the tender offers and consent solicitations would be subject to several conditions, including the satisfaction or waiver of the conditions to the closing of the transactions, and the receipt by Von Hoffman of consents to the proposed amendments from the holders of at least a majority of the total principal amount of outstanding notes, and the execution of a supplemental indenture to each of the indentures governing the notes.

Credit Suisse First Boston LLC is the dealer manager and solicitation agent for the tender offers and the consent solicitations (call 212 538-0652 or 800 820-1653). MacKenzie Partners Inc. is the information agent (800 322-2885 or by email at proxy@mackenziepartners.com).

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