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Castle Harlan - Castle Harlan - Search results http://www.castleharlan.com Fri, 19 Apr 2024 07:32:09 +0000 Joomla! - Open Source Content Management en-gb American Achievement Corporation Announces Expected Offering Of Debt Securities http://www.castleharlan.com/news/item/82-american-achievement-corporation-announces-expected-offering-of-debt-securities http://www.castleharlan.com/news/item/82-american-achievement-corporation-announces-expected-offering-of-debt-securities

AUSTIN, TX - March 1, 2004 - American Achievement Corporation ("American Achievement" or "the Company") today announced that it expects to commence an offering under Rule 144A and Regulation S of $150 million principal amount of senior subordinated notes due 2012. The senior subordinated notes would be general unsecured obligations of the Company and would be subordinated to all existing and future senior debt of the Company.

 

The net proceeds of the offering, together with amounts borrowed under a new senior secured credit facility and the proceeds of a cash equity investment by an affiliate of Fenway Partners Capital Fund II, L.P. ("Fenway Partners"), are intended to be used to finance the Company's previously announced merger with that affiliate of Fenway Partners, the Company's previously announced tender offer to purchase its existing 11 5/8% senior unsecured notes due 2007, the redemption of the existing 11% subordinated notes due 2007 of the Company's subsidiary, Commemorative Brands, Inc., and the payment of related fees and expenses. This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any of the existing senior unsecured notes or a notice of redemption of any of the existing subordinated notes. The simultaneous completion of the merger is one of the conditions to the offering. Subject to acceptable market and interest rate conditions, the Company anticipates completing the offering this month.

 

This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The Company is offering the notes in reliance upon an exemption from registration under the Securities Act of 1933 for an offer and sale of securities that does not involve a public offering. The securities to be offered have not been and will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

American Achievement is one of the leading manufacturers and suppliers of class rings, yearbooks, graduation products, achievement publications and recognition and affinity jewelry, each of which commemorates once-in-a-lifetime experiences. The Company's two principal business segments are scholastic products and recognition and affinity products. The scholastic products division, which serves the high school, college and, to a lesser extent, elementary and junior high school markets, produces, markets and sells class rings, yearbooks and graduation products. American Achievement's class rings are sold under the ArtCarved®, Balfour®, Keystone®, Master Class Rings® and R. Johns® brand names and its yearbooks are sold under the Taylor Publishing® brand name. The recognition and affinity products division produces, markets and sells achievement publications and recognition and affinity jewelry. The Company's achievement publications consist of various titles including the Who's Who® brand and The National Dean's List®, and its recognition and affinity jewelry products include military rings, family jewelry and sports championship rings.

 

Forward-Looking Statements. These materials may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and thePrivate Securities Litigation Reform Act of 1995. Statements in this press release or otherwise attributable to American Achievement regarding the business of American Achievement which are not historical fact, including those regarding the expected offering of senior subordinated notes, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any "forward-looking statements" in these materials are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated. Any statements that are not statements of historical fact (including without limitation statements to the effect that American Achievement or their respective management "believes," "expects," "anticipates," "plans," "looks forward" and similar expressions) should be considered forward-looking statements. Many important factors could cause American Achievement's actual results to differ materially from those expressed in the forward-looking statements made by or on behalf of American Achievement, including, without limitation, the Company's ability to satisfy its debt obligations, including related covenants, the seasonality of the Company's sales and operating income, the Company's relationship with its independent sales representatives and employees, the fluctuating prices of raw materials, primarily gold, the Company's dependence on a key supplier for synthetic and semiprecious stones, fashion and demographic trends, the competitive environment, general economic, business and market trends and events, litigation or other disputes, if resolved in a manner adverse to the Company and other unknown risks including those as may be detailed in other American Achievement filings, reports and releases. American Achievement undertakes no obligation to revise or publicly update these forward-looking statements, whether as a result of new information or otherwise.

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websupport@netatwork.com (Super User) American Achievement Corporation Mon, 01 Mar 2004 00:00:00 +0000
American Achievement Corporation Commences Tender Offer And Consent Solicitation For Outstanding 11 5/8% Senior Unsecured Notes Due 2007 http://www.castleharlan.com/news/item/83-american-achievement-corporation-commences-tender-offer-and-consent-solicitation-for-outstanding-11-5-8-senior-unsecured-notes-due-2007 http://www.castleharlan.com/news/item/83-american-achievement-corporation-commences-tender-offer-and-consent-solicitation-for-outstanding-11-5-8-senior-unsecured-notes-due-2007

AUSTIN, TX-February 24, 2004 - American Achievement Corporation (the "Company"), one of the leading manufacturers and suppliers of class rings, yearbooks, graduation products, achievement publications and recognition and affinity jewelry in the United States, announced today that it has commenced a cash tender offer and consent solicitation for any and all of its $177,000,000 aggregate principal amount of 11 5/8% Senior Unsecured Notes due 2007 (the "Notes") outstanding. In conjunction with the tender offer, consents are being solicited to effect certain amendments to the indenture governing the Notes.

 

The offer to purchase will expire at Midnight, New York City time, on March 22, 2004, unless extended or terminated (the "Offer Expiration Date"). The solicitation of consents will expire at 5:00 p.m., New York City time, on March 8, 2004, unless extended or terminated (the "Consent Expiration Date"). Holders tendering their Notes will be required to consent to certain proposed amendments to the indenture governing the Notes, 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. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes.

 

If the offer to purchase is consummated, tendering holders who validly tender and deliver consents by the Offer Expiration Date will, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, receive the offer consideration (the "Offer Consideration") of $1,123.92 per $1,000 of the principal amount of the Notes tendered, plus all accrued and unpaid interest to, but not including, the date of payment for such Notes accepted for purchase, which would be promptly following the Offer Expiration Date.

 

If the requisite number of consents required to amend the indenture is received and the offer to purchase is consummated, the Company will also, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, make a consent payment (the "Consent Payment") of $10.00 per $1,000 principal amount of Notes to all holders of Notes for which consents have been validly delivered and not revoked on or prior to the Consent Expiration Date. Holders who validly tender their Notes after the Consent Expiration Date will receive only the Offer Consideration but not the Consent Payment.

 

The Company intends to finance the tender offer and consent solicitation with a portion of the proceeds of the consideration from its merger with an affiliate of Fenway Partners Capital Fund II, L.P. The completion of this merger is one of the conditions to the Company's obligations to accept Notes for payment pursuant to the tender offer and consent solicitation. The terms and conditions of the tender offer and consent solicitation, including the Company's obligation to accept the Notes tendered and pay the purchase price and consent payments, are set forth in the Company's Offer to Purchase and Consent Solicitation Statement, dated February 24, 2004. The Company may amend, extend or, subject to certain conditions, terminate the tender offer and consent solicitations at any time.

 

The Company has engaged Deutsche Bank Securities Inc. and Goldman, Sachs & Co. to act as the exclusive Dealer Managers and Solicitation Agents in connection with the tender offer and consent solicitation.

 

Questions regarding the tender offer and consent solicitation may be directed to Deutsche Bank Securities Inc., High Yield Capital Markets, Attention: Alice Jane Poor, at (800) 553-2826 and Goldman, Sachs & Co., Credit Liability Management Group, at (800) 828-3182. Requests for documentation may be directed to MacKenzie Partners, Inc., the information agent for the tender offer and consent solicitation, at (800) 322-2885 (toll free).

 

In addition, if the merger is consummated, the Company intends to redeem the 11% Senior Subordinated Notes due 2007 of the Company's subsidiary Commemorative Brands, Inc. Nothing in this press release shall be deemed to constitute an offer or a notice of offer of redemption of such notes.

 

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement, dated February 24, 2004.

 

This press release contains forward-looking statements which are subject to change. These forward-looking statements may be significantly impacted, either positively or negatively by various factors, including without limitation, licensing, and other regulatory approvals, financing sources, development and construction activities, costs and delays, permits, weather, competition and business conditions in the jewelry industry. The forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements herein.

 

Additional information concerning potential factors that could affect the Company's financial condition, results of operations and expansion projects, is included in the filings of the company with the Securities and Exchange Commission, including but not limited to, its 10-K for the fiscal year ended August 30, 2003, 10-Q for the fiscal quarter ended November 29, 2003 and 8-K filed January 28, 2004.

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websupport@netatwork.com (Super User) American Achievement Corporation Tue, 24 Feb 2004 00:00:00 +0000
Castle Harlan Signs Agreement To Sell American Achievement http://www.castleharlan.com/news/item/84-castle-harlan-signs-agreement-to-sell-american-achievement http://www.castleharlan.com/news/item/84-castle-harlan-signs-agreement-to-sell-american-achievement

NEW YORK, January 27, 2004 - Castle Harlan, Inc., the New York private-equity investment firm, announced today it had signed a definitive agreement to sell its portfolio company, American Achievement Corporation, a leader in the manufacture and sale of high school and college class rings and yearbooks, to a new company organized and managed by Fenway Partners, also a New York private equity firm. Terms of the transaction were not disclosed.

 

American Achievement, based in Austin, Texas, had revenues of more than $300 million for the 12 months ended November 30, 2003. The company had announced in October that it was evaluating strategic alternatives to enhance shareholder value.

 

Castle Harlan formed the company that became American Achievement in December 1996 when it acquired two class rings businesses -- the ArtCarved division of CJC Holdings of Austin and the L.G. Balfour subsidiary of Town & Country Corp. of Boston.

 

In February 2000, Castle Harlan acquired Taylor Publishing Company, one of the nation's leading publishers of high school and college yearbooks, and folded the company into American Achievement.

 

Two subsequent acquisitions were added to American Achievement - Educational Communications, Inc. of Lake Forest, Illinois, the leading publisher of directories that recognize academic achievement, in March 2001, and Milestone Traditions, Philadelphia, a specialty marketer of class rings and graduation products to the college market, in July 2002.

 

David Pittaway, the senior managing director at Castle Harlan who negotiated the transaction, said that American Achievement had been "a highly successful investment for our firm."

 

"Under the leadership of its president, David Fiore, the company has grown significantly, and expanded its markets and product lines," Pittaway said. " We believe it is effectively positioned to continue that growth."

 

Castle Harlan and the company were assisted in the transaction by Deutsche Bank and Lane, Barry & Co. International.

 

Founded in 1987, Castle Harlan invests primarily in private-equity buyouts of middle-market companies in North America and Europe. Castle Harlan's team of 10 managing directors, including its founders, has completed more than 60 acquisitions with a total value in excess of $7 billion. The firm's roots date back to the start of the institutionalized private-equity business in the late 1960's.

 

Castle Harlan also invests in Australia, New Zealand and the broader Australasian region through its Sydney-based affiliate, CHAMP, which is one of Australia's oldest and largest private equity firms.

 

Among the companies in Castle Harlan's portfolio are Associated Packaging Technologies, the country's leading manufacturer of CPET containers for the frozen food industry; Morton's Restaurant Group, owner of the Morton's of Chicago steakhouses; and Advanced Accessory Systems, the largest manufacturer of automotive roof racks and tow systems in North America and Europe.

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websupport@netatwork.com (Super User) American Achievement Corporation Tue, 27 Jan 2004 00:00:00 +0000