141 0033 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

 

COMMISSIONERS: Edith Ramirez, Chairwoman 

 Julie Brill 

 Maureen K. Ohlhausen 

 Joshua D. Wright 

__________________________________________ 

 ) 

In the Matter of )

 ) 

Visant Corporation ) 

 a corporation, ) 

 ) Docket No. 9362 

 Jostens, Inc. ) 

 a corporation, ) 

 ) 

 and ) REDACTED PUBLIC VERSION

 ) 

 American Achievement Corporation )

 a corporation. )

__________________________________________)

COMPLAINT 

Pursuant to the provisions of the Federal Trade Commission Act (“FTC Act”), and by 

virtue of the authority vested in it by the Act, the Federal Trade Commission (“Commission”), 

having reason to believe that Respondents Visant Corporation (“Visant”), Jostens, Inc. 

(“Jostens”), and American Achievement Corporation (“AAC”), having executed a stock 

purchase agreement in violation of Section 5 of the FTC Act, 15 U.S.C. § 45, which if 

consummated would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and 

Section 5 of the FTC Act, and it appearing to the Commission that a proceeding by it in respect 

thereof would be in the public interest, hereby issues its complaint pursuant to Section 5(b) of the 

FTC Act, 15 U.S.C. § 45(b), and Section 11(b) of the Clayton Act, 15 U.S.C. § 21(b), stating its 

charges as follows: 

 

I.

NATURE OF THE CASE 

1. High school and college students in the United States purchase class rings to 

commemorate their academic achievement and show their affiliation to their alma maters. 

In schools around the country, class rings symbolize longstanding traditions and shared 

values across generations of students and alumni, representing an enduring connection to 
2

the school and its community. Today, three vendors control over percent of these 

class ring sales: Visant (through its Jostens subsidiary), AAC, and Herff Jones, Inc. 

(“Herff Jones”). Collectively known as the “Big Three,” Jostens, AAC, and Herff Jones 

have competed against one another for nearly a century and together they have long 

dominated the high school and college class rings markets. The Big Three vigorously 

compete for high school and college class ring accounts on a regular basis. As one AAC 

document exclaims: “‘Big 3’ slugging it out in the principal’s office . . . daily!” 

Respondents now propose to reduce the Big Three to a “Big Two,” eliminating robust 

head-to-head competition and greatly enhancing the remaining two companies’ ability to 

collude. The result will be higher prices and lower quality and service for students across 

the United States. 

2. Visant, through its Jostens subsidiary, seeks to acquire AAC for approximately $500 

million (the “Acquisition”). The Acquisition will combine Jostens, the leading high 

school class rings vendor and a strong second in college class ring sales, with AAC, the 

leading college class ring vendor and the number two in high school class ring sales. 

Respondents’ combined market shares will account for approximately percent of high 

school and percent of college class ring sales nationwide. The resulting market shares 

for high school and college class rings far exceed the market concentration levels 

presumed likely to result in anticompetitive effects under the relevant case law and the 

U.S. Department of Justice and Federal Trade Commission Horizontal Merger 

Guidelines (“Merger Guidelines”). 

3. The vigorous head-to-head competition between Jostens and AAC currently benefits 

students, as well as their parents and schools. That competition results in lower ring 

prices, better warranty protection, improved services, and contributions to school 

programs, such as scholarship funds and educational support programs. The Acquisition 

will eliminate the competition that produces these benefits. Moreover, the Acquisition 

will leave two firms controlling over percent of the manufacture and sale of high 

school and college rings in the United States. Firms in this industry already successfully 

track each other’s pricing and offer similar ring lines, services, and complementary 

graduation products. The Acquisition will leave two firms with high visibility into each 

other’s day-to-day pricing and bidding activities, making the industry ripe for 

anticompetitive coordination between the remaining Big Two. 

4. New entry and expansion into the relevant markets will not prevent the Acquisition’s 

anticompetitive effects. Manufacturing is a significant barrier to entry. It is expensive 

and time consuming to establish effective production and to fabricate the significant ring 

mold inventories needed to compete with the Big Three. The well-established 

reputations the Big Three have burnished over the last century are an important aspect of 

the business and serve to keep entry barriers high. They also control sales representatives 

who often have long-standing relationships with high school and college administrators. 

Those sales representatives compete with each other to earn exclusive on-campus selling 

rights. Competitors outside of the Big Three rarely dislodge their entrenched sales 
3

representatives. Further, the Big Three’s sales representatives sign non-compete or nonsolicit agreements that prohibit them from selling competing class rings and other 

graduation products. Finally, the significant brand equity enjoyed by the Big Three 

makes sufficient entry and fringe competitor expansion difficult and unlikely. 

5. Respondents cannot show cognizable efficiencies that would outweigh the 

anticompetitive effects that will occur if the Acquisition is consummated. 

II. 

BACKGROUND 

A.

Jurisdiction 

6. Respondents, and each of their relevant operating entities and parent entities are, and at 

all relevant times have been, engaged in commerce or in activities affecting “commerce” 

as defined in Section 4 of the FTC Act, 15 U.S.C. § 44, and Section 1 of the Clayton Act, 

15 U.S.C. § 12. 

 

7. The Acquisition constitutes an acquisition subject to Section 7 of the Clayton Act, 15 

U.S.C. § 18. 

B.

Respondents 

8. Respondent Visant is a holding company incorporated under and by virtue of the laws of 

Delaware. Headquartered in Armonk, New York, Visant is a leading marketing and 

publishing services enterprise that operates through multiple subsidiaries. For fiscal year 

2013, Visant generated approximately $1.1 billion in sales revenue, of which 17% was 

derived from the sale of class rings and other jewelry. 

9. Respondent Jostens is a Visant subsidiary. Jostens is a leading manufacturer and seller of 

class rings and other graduation products, including graduation announcements, diplomas 

and diploma covers, caps and gowns, and yearbooks. Jostens relies heavily on a network 

of approximately exclusive sales representatives to sell these products directly to 

schools and students at both high schools and colleges. Jostens sells a small number of 

class rings through the retail channel under the Gold Lance brand. 

10. Respondent AAC is owned by the private equity fund Fenway Partners Capital Fund II, 

LP. Incorporated under and by virtue of the laws of Delaware, AAC is headquartered in 

Austin, Texas. AAC is a leading manufacturer and seller of class rings, varsity jackets, 
4

and other graduation products, including graduation announcements, diplomas and 

diploma covers, and yearbooks, utilizing approximately exclusive sales 

representatives. AAC sells both high school and college class rings through its Balfour 

brand. AAC also sells a substantial volume of high school class rings through the retail 

channel at Walmart, department stores, national jewelry chains, and independent jewelry 

stores. AAC’s sales revenue in fiscal year 2013 totaled , of which 

percent was derived from class ring sales. 

C.

The Acquisition 

11. Pursuant to a November 19, 2013 stock purchase agreement (the “Agreement”), Jostens 

proposes to pay approximately $500 million to acquire all of AAC’s common and nonvoting preferred stock, discharge fully AAC’s indebtedness, and to cover its management 

fees, bonuses, and transaction expenses. Visant guaranteed Jostens’ obligations under the 

Agreement. 

III.

CLASS RINGS OVERVIEW 

A. 

High School Class Rings Overview 

12. High school students purchase class rings to commemorate their high school experiences, 

express pride in their school, and celebrate a significant milestone in their lives. This 

purchase carries enduring sentimental value for students and their parents. High school 

class rings are crafted in a variety of metals, weights, and styles for both men and 

women. Class rings are highly customizable to individualize the ring for each student. 

For example, each student can style the shank (or side) of his or her ring with various 

design features, such as the high school’s mascot, emblems for sports and extracurricular 

activities, and the student’s name and graduation year. 

13. High school class rings are sold through two channels: on-campus and retail. The vast 

majority—over percent by revenue—of high school class rings are sold by the Big 

Three to their national networks of on-campus sales representatives. These sales 

representatives—who are not employees of the Big Three and are thus considered 

independent—compete with each other to earn the exclusive right to sell one of the Big 

Three’s class rings and other products on a particular campus. In addition to class rings, 

the sales representatives typically sell a full line of graduation products, including 

graduation announcements, diplomas and diploma covers, caps and gowns, and other 

graduation-related accessories. 
5

14. The agreements between the Big Three and their sales representatives grant each 

representative the exclusive right to sell that vendor’s class rings and other graduation 

products in a specified territory. The sales representatives in turn grant exclusivity to 

their respective Big Three vendor for class rings and some other products. The Big Three 

prohibit their sales representatives from selling graduation products (including class 

rings) manufactured by a competitor and require their sales representatives to sign noncompete or non-solicit agreements to deter defections. 

15. The Big Three and their sales representatives frequently share competitive intelligence, 

including regular reporting by the representatives on pricing and competition in their 

territories. The Big Three routinely support their sales representatives by providing 

goods, services, and other support directly to the high schools and students to win high 

school accounts. Respondents also have a high degree of input into and effect on the 

prices their sales representatives charge end-consumers. Jostens and AAC generally set a 

suggested retail price (“SRP”) for the sales representatives to charge end-customer 

students and parents. Although the sales representatives make a commission on each ring 

sale, Jostens and AAC design their commission structures to discourage their 

representatives from deviating substantially from the SRPs. 

16. The Big Three’s sales representatives compete with each other to be selected by a high 

school’s principal or administrator as the school’s exclusive on-campus class ring seller 

through a formal or informal selection process. High school principals, on behalf of their 

students, seek the best price and quality rings and the highest levels of customer service. 

Sales representatives also often compete by offering to fund scholarships, sponsoring 

school improvements, offering educational support programs, and supplying free 

products to faculty and under-privileged students. The class ring vendors subsidize the 

costs of these “value-added programs” and incentive packages, especially when trying to 

win new accounts or avoid losing their existing accounts. All of this competition benefits 

students. 

17. Once an on-campus vendor is chosen, that vendor’s sales representative has exclusive 

access to the students at the school. Yet, despite this exclusivity, the on-campus sales 

representative knows that if he or she performs poorly (e.g., by charging too much or 

providing poor service), he or she risks losing the school account to a rival on-campus 

vendor. Sales representatives typically visit their schools several times over the course of 

a school year, not only to market and sell class rings and other graduation products to 

students and parents, but also to size rings, walk students through the ordering process, 

and address any service-related issues. Sales representatives typically also visit schools 

supplied by their rivals in an effort to win them over as new accounts. 

18. High school class rings are also sold through the retail channel in brick-and-mortar stores 

and online. The brick-and-mortar retailers selling high school class rings include 

Walmart, department stores, national jewelry chains, and independent jewelers. Jostens 
6

sells a small number of high school class rings through retail. In contrast, AAC is by far 

the largest vendor of high school class rings sold through the retail channel. AAC 

manufactures approximately percent of all high school class rings sold through retail, 

with about percent of those retail units sold through Walmart. Herff Jones does not 

manufacture or sell retail high school class rings, so the combined entity will control 

more than percent of the retail channel following the Acquisition. 

19. There are significant differences between high school class rings sold by retailers and 

those sold on-campus. Retailers offer fewer style, design, and metal options as compared 

to the Big Three’s on-campus sales representatives. For example, the Big Three’s oncampus rings have mascots and designs unique to particular high schools, whereas 

typically retail rings do not. Retailers also offer substantially less comprehensive 

warranties than those available for on-campus rings. Finally, the level of customer 

service provided by retailers is not comparable to the high level of service and attention 

afforded to students and parents by on-campus sales representatives, who are often 

experts in the field and very experienced in working with students on the ordering 

process and the on-campus class rings’ abundant customizable features. 

B. 

College Class Rings Overview 

20. Like high school class rings, college class rings commemorate a student’s successful 

post-secondary education and express a sense of affiliation with a college and its alumni. 

But unlike high schools, nearly all college rings are sold through college bookstores, 

alumni associations, and student agencies. College bookstores generally select their class 

ring vendors through periodic formal requests for proposals (“RFPs”) and competitive 

reviews. Class ring vendors need college approval to sell rings with the college’s 

licensed official name, marks, logos, and other insignia. Once approved, class ring 

vendors pay licensing royalties to certain licensing companies. Retailers sell very few 

college class rings. For example, sales of college class rings are negligible 

because it does not offer class rings with college-licensed marks, seals, logos, or other 

insignia. 

21. College class rings fall into two broad categories: (1) official rings that do not differ 

substantially from student to student and year to year at a particular college and are 

offered through official ring programs (“ORPs”); and (2) multi-choice rings that allow 

students a greater degree of personalization. Colleges with ORPs select an exclusive 

class ring vendor through a RFP or bid process. For multi-choice class ring accounts, a 

college may approve multiple vendors. For multi-choice rings, vendors compete in a 

RFP or bid process to be an approved vendor. Each approved vendor then competes sideby-side on the college’s campus against the other approved vendor(s) to sell class rings to 

students. 
22. In the college market, sales representatives-many of whom are employed directly by the 

vendor-are also vety important. Sales representatives provide marketing materials to 

promote the college 's class rings, assist students with in-person ring selection and order 

completion, and address any service issues. Vendors of college class rings make 

significant expenditures to supp01t their sales representatives and other marketing 

initiatives. 

IV. 

THERELEVANTPRODUCTMARKETS 

23. The first relevant product market in which to analyze the Acquisition's effects is the 

manufacture and sale of high school class rings. No other product serves the same 

commemorative function, canies the same traditions, or impatts the same sentimental 

value for high school students as high school class rings. Other products are not included 

in this relevant product market because not enough consumers would switch to such 

products to make a small but significant and non-transit01y increase in price ("SSNIP") 

of high school class rings unprofitable for a hypothetical monopolist. 

24. The second relevant market in which to analyze the Acquisition's effects is the 

manufacture and sale of college class rings. No other product setves the same 

commemorative ftmction, canies the same traditions, or impruts the same sentimental 

value for college students as college class rings. Other products are not included in this 

relevant product market because not enough consumers would switch to such products to 

make a SSNIP of college class rings unprofitable for a hypothetical monopolist. 

25. Defining separate relevant product markets for high school and college class rings is 

appropriate because college students do not view high school class rings as substitutes for 

college class rings and vice versa. 

v. 

THE RELEVANT GEOGRAPHIC MARKET 

26. The relevant geographic market in which to analyze the effects of the Acquisition is no 

broader than the United States. The Big Three manufacture and sell class rings to their 

that enable them to on a nationwide 

7 
8

most regions of the country. Respondents track each other’s market shares on a national 

level. Although each of the Big Three has areas of the United States where it is a 

stronger or weaker competitor relative to the other two vendors, no other manufacturer or 

seller of high school and college class rings operates on a comparable scale. 

 

VI.

MARKET STRUCTURE AND THE ACQUISITION’S PRESUMPTIVE ILLEGALITY 

27. Post-Acquisition, the combined firm will control more than percent of the high school 

ring market and more than percent of the college class ring market, resulting in a 

dominant firm with only one meaningful (but much smaller) competitor in each market. 

Under the relevant case law and the Merger Guidelines, the Acquisition is presumptively 

unlawful, as it will greatly increase concentration in markets that already are highly 

concentrated. 

28. The Herfindahl-Hirschman Index (“HHI”) measures market concentration under the 

Merger Guidelines. A merger or acquisition is presumed likely to create or enhance 

market power, and thus is presumed illegal, when the post-merger HHI exceeds 2,500 

points and the merger or acquisition increases the HHI by more than 200 points. Here, 

the market concentration levels for both markets exceed these thresholds by a wide 

margin. The post-Acquisition HHI in the high school class rings market will be 6,213, an 

increase of 2,492 points. The post-Acquisition HHI in the college class rings market will 

be 7,524, an increase of 3,430. The HHI figures for the high school and college class 

ring markets are summarized in Tables 1 and 2 below.1

 

1

 Visant, AAC, and Herff Jones revenues are net of sales representative commissions. 
Market Concentration Table 1: School Class 

-

• • 

Market Concentration Table 2: 

Company 2013 Revenues Pre-Merger Post-Merger 

Share Share 

----+---- ---~~--~~~----~ 

2 Individual shares may not add up to 100% due to rounding. 3 2007 revenue. 

9 

-
10

VII.

ANTICOMPETITIVE EFFECTS 

A.

The Acquisition Will Eliminate Direct, Head-to-Head Competition 

Between Jostens and AAC 

29. The Acquisition will eliminate direct, head-to-head competition between two of the three 

largest class ring vendors in the relevant markets. Students and parents benefit 

substantially from competition between Jostens and AAC, in the form of lower class ring 

prices, better product quality, improved customer service and warranties, and financial 

support from Jostens and AAC to their schools. The Acquisition will likely reduce these 

benefits significantly, harming students, parents, and schools by eliminating Jostens’ and 

AAC’s incentives to compete against one another. 

1. The Acquisition Will Likely Harm High School Students 

30. Respondents set their wholesale class ring prices to their sales representatives based in 

part on the competitive conditions in the marketplace, including in particular, feedback 

they receive from their sales representatives regarding their competitors’ on-campus 

prices. 

31. Jostens’ and AAC’s sales representatives vigorously compete with each other to be 

selected as a high school’s exclusive on-campus class ring seller. To the extent oncampus high school class rings face competition from retail high school class rings, the 

bulk of this competition comes from AAC, given it produces the vast majority of the 

rings sold in the retail channel. 

 
32. High school administrators take into accom1t their students' interests when selecting their 

school's on-campus class ring vendor. As a result, they care about and consider price, 

quality, reputation, and service when selecting a representative. Moreover, even though 

the Big Three have high retention rates for their high school accounts, Jostens' and 

AAC's sales representatives regularly solicit each other's schools in an attempt to steal 

accounts from one another. This ongoing competition incents incumbent sales 

representatives to provide responsive customer setv ice and lower prices to high school 

students, parents, and administrators in order to maintain their accounts. Indeed, 

Respondents' ordinruy-comse business documents confnm that Jostens and AAC 

compete directly with each other along price, quality, and setvice dimensions when nying 

to win high school accounts: 

a. Feedback collected by Jostens from its sales representative in 2012 highlighted 

the imp01iance of class ring prices in winning a school account: "We have always 

been lower than Balfom [ AAC] and Herff (Jones], now I amlla ring higher. I 

now will be the hunted and not the hunter ... Jostens needs to realize that today's 

school administrators ... are interested in saving their students money[.] (I]t 's 

their job. Each and evety new account I have won in this business[,] price statied 

the process . . . . Price matters! " 

b. 

c. concessions to a sales representative competing to 

class ring business. In a discussion with the 

"'·"·''"'u.· "We understand the competitive pressme and 

want to maintain this account. As a result, we have adjusted the pricing to 

minimize the (price] increase this year." 

d. In 2013, in an attempt to win the 

of AAC's Regional Managers 

cost" to take the accmmt away from Jostens. 

class ring bid, one 

price based on tme 

e. In 2012, Jostens' sales representatives · took two of AAC's longstanding high school class ring accounts yeru·s) by working with 

Jostens to offer competitive pricing: "Another proof that when the company and 

a rep works together, we both win or better than that, we BOTH don't lose." 

f. In 2011 , an AAC sales representative requested price concessions, noting: "This 

was a Josten's [sic] acc~re and they go with the cheapest pricethey ru·e paid for by the-. In the past they have gone on each 

companies [sic] web site to see who is cheaper. I will go on Josten's [sic] web 

site to see what price I need to be at." 

11 
12

33. Jostens and AAC also track each other’s warranty options, with AAC introducing its 

extended warranty option for its on-campus high school class rings in response to 

Jostens’ introduction of a similar warranty. Both Jostens and AAC have also developed 

several high school educational enrichment programs, in part, to compete against one 

other. 

34. Eliminating this head-to-head price and non-price competition between Jostens and AAC 

substantially enhances the combined firm’s ability to exercise market power. The 

Acquisition will allow the combined firm to recapture the substantial business that 

Jostens and AAC would otherwise lose to one another, and will thus increase the 

combined firm’s incentive to increase prices and reduce quality and service levels. It will 

also reduce the combined firm’s incentive to offer financial support and to fund 

educational enrichment programs that benefit schools and their students, because these 

value-added benefits are, in large part, the products of competition between Jostens and 

AAC for high school accounts. 

35. In addition to the loss of competition between Jostens and AAC in the on-campus 

channel, the Acquisition will lessen competition between Jostens’ on-campus and AAC’s 

retail businesses. There is limited competition between on-campus rings and those sold 

at retail given the many style, design, metal option, warranty, and service differences. 

Nevertheless, to the extent that such competition exists, AAC sells approximately 

percent of all high school class rings sold through the retail channel. To the extent 

Jostens’ on-campus high school class rings today face competition from retail high school 

class rings, most of this competition comes from AAC. Currently, AAC has a strong 

incentive to use its retail presence to compete aggressively on price with Jostens’ oncampus class rings, particularly in areas where AAC has few or no sales representatives. 

Eliminating that competition will enhance the combined firm’s ability to raise prices in 

both channels, further harming high school students across the country. 

2. The Acquisition Will Likely Harm College Students 

36. AAC and Jostens are also the number one and two college class ring vendors and 

compete vigorously in that market; Herff Jones is a distant third. Retailers sell very few 

college class rings, and as the market shares reflect, vendors other than the Big Three are 

virtually nonexistent in the college class ring market. 

37. The Acquisition will allow the combined firm to exercise enhanced market power, 

harming consumers. Competition between college class ring vendors generally takes one 

of two forms: (1) competing in a RFP or bid process to be selected for the ORP; or (2) 

competing side-by-side on college campuses against another approved vendor to sell 

class rings to students. 

38. Respondents’ ordinary-course business documents illustrate the significant competition 

between Jostens and AAC in both competitive settings. For example, in 2011, AAC’s 
Director of College Marketing agreed to a sales representative's request for lower class 

ring prices to stay competitive in a side-by-side: "Here's my late Christmas gift to you -

I am going to approve these discounts for the spring, but I'd like to see you use them only 

when Jostens is on campus." (emphasis added). That same Director of College 

Marketing approved price reductions for side-by-sides at several universities the year 

before, noting the "need to understand any opportunities for exclusives rather than 

continuing to fight a price war with J[ostens] at these schools." (emphasis added). 

Respondents' documents fmi her highlight this head-to-head competition in the college 

market: 

a. In 

Jos

2012

tens 

, 

to 

one 

com

of 

e 

AAC's 

in with 

r

lower 

egiona

pricing" 

l managers 

in an 

rep01i

eff01i 

ed 

to 

"a

w

n 

in-

~ 

class 

ring business, and that: "Thankfully, I was able to avoid a full blown bid situation 

which Jostens was fighting for." 

b. In 2011, an AAC sales representative noted that in a side-by-side at St. Mru.y's 

College: "These orders have 'vety special' pric~ecause Jostens ==me 

on Friday and lowered their price an additional- off their usual-ring 

promotion discount. I responded by reducing om price by a lot, just not quite as 

much as Josten's [sic] did." 

c. A 2011 AAC intemal memorandmn noted: "As an incentive f01·-to 

choose Balfom [AAC] over Jostens we are don~~ will 

cost- ... Dethroning Jostens famous-' from this 

account they thought they had ZERO chance of loosing [sic] before last March 

was indeed a high point for all of us!" 

d. AAC and Jostens bid against each other to be the exclusive ring supplier 

with AAC "it would be a blow to Jostens if 

pr<)mtsect an annual donation finld to restore 

a commission of. per ring a mnumum guarantee of 

and alllbookstore certificate for up to II pmchasers of an AAC 

Two months later, AAC triumphantly aJ.lllotmced that-

[ ch

plus 

ose] 

years

Balfom 

, Jo

[ 

s

AAC] 

tens [had

to be 

] been 

the vety 

the officia

first ex

l ve

clu

ndo

ve

r of 

~ 

the main 

bookstore." 

e. In 2011 , AAC's ORP National Director •. ,..,...,. •. ~"'ri on Jostens: "They've been 

U . My guess is they'll fight to 

business to claim a sixth ORP 

39. Colleges play one vendor off another to get lower college class ring pricing and better 

quality and service. Post-Acquisition, colleges will no longer have the ability to use 

Jostens to improve AAC's bids or vice-versa. Moreover, the combined fum will be able 

to recaptme college class rings sales that Jostens and AAC would othetwise lose to one 

another by increasing its ring prices or lowering its ring quality. Impotiantly, 

13 
14

competition from the only other significant vendor, Herff Jones, is unlikely to alleviate 

this harm or otherwise protect college class ring consumers. 

 suggests that it is a substantially less 

desirable option than AAC and Jostens for many colleges and their students. 

B.

The Acquisition Will Likely Lead to Anticompetitive Coordination

40. The Acquisition will result in an effective duopoly of Jostens/AAC and Herff Jones, 

enhancing their incentive and ability to coordinate behavior in the markets for high 

school and college class rings. Both of these markets already have many features that 

increase the likelihood of post-Acquisition coordination, including substantial price 

transparency, stable market shares, and high barriers to entry. 

41. After the Acquisition, with only two major manufacturers of high school and college 

class rings, it will become substantially easier for the remaining Big Two to coordinate 

with one another on price and non-price terms to achieve supracompetitive prices or other 

anticompetitive outcomes. 

42. Post-Acquisition, detection of cheating in a coordinated scheme will become significantly 

easier. Today, information regarding which firm wins or loses particular accounts can be 

opaque in many instances. Although a member of the Big Three can safely assume a lost 

account went to one of the other two, it is often unsure to which one. The Acquisition 

eliminates this uncertainty by leaving only one firm to which each is likely to lose. 

43. By acquiring AAC, Jostens will eliminate the Big Three vendor with the most divergent 

competitive incentives, given AAC’s uniquely large presence in the retail channel. AAC, 

unlike Herff Jones and Visant, sells a significant number of its high school class rings 

through the retail channel. After the Acquisition, Jostens’ incentive to disrupt a 

coordination scheme using the AAC retail brands is much lower as compared to AAC’s 

pre-Acquisition incentive. 

44. Today, the high school and college class ring markets are both highly concentrated, with 

the Big Three accounting for approximately percent of the high school market and 

nearly percent of the college market. Market shares have remained relatively stable 

over the last several years, with little shifting among the Big Three, and limited entry or 

expansion by fringe vendors. 

45. The Big Three have substantial visibility into each other’s pricing in both relevant 

markets—both the wholesale prices to sales representatives and retailers, and the end 

prices charged to students and parents. For example, the Big Three make their end 

pricing information readily available online. The Big Three’s sales representatives also 

have tremendous insight into local competitive conditions and are able to obtain their 
rmg are 

activities where they are selling in side-by-side situations. Where colleges engage in 

RFPs, the Big Three receive direct feedback about rivals from college decision-makers 

during the RFP process and from competitive bid documents shared post-award. 

46. Post-Acquisition, the combined Jostens/AAC and Herff Jones, already possessing 

substantial up-to-date price and non-price inf01mation about each other, will have 

increased oppommity and incentives to coordinate their behavior. 

VIII. 

ENTRY BARRIERS 

47. Neither en1:ty by new class ring vendors, nor expansion by existing market patticipants 

will deter or counteract the Acquisition's likely serious competitive hatm in the relevant 

markets. 

48. New class ring vendor en1:ty will not be likely, timely, or sufficient to offset the 

Acquisition's hatmful effects. Creating an effective class ring manufacturing operation 

requires a significant investment of capital and time. Class ring manufacturing requires 

the production of molds. Regardless of whether the molds are produced through 

traditional hand tooling or modem computer-aided methods, a new enn·ant would need to 

build a large invent01y of molds in order to offer the highly custon=: that would 

enable it to compete · For . AAC cmTently has--ring molds, 

while a fringe competitor, , after years of eff01t and 

significant inves1:Inent has new class ring manufacturing 

en1:Iy did occur, it is unlikely that it to offset the Acquisition 's hann 

because of the time it would take a new vendor to build up its mold invent01y. 

49. Difficulty gaining access to distribution chatmels presents an additional banier to new 

en1:Iy or expansion in the markets for high school and college class rings. Sales 

representatives are cmcial for selling on-catnpus high school and college class rings, in 

lm·ge part because of their enduring customer relationships. The Big Three vendors use 

non-compete and non-solicit agreements to discourage their sales representatives from 

switching to other competitors. In addition, high schools continue to prefer an oncampus class rings vendor that also sells a full line of graduation products. Successful 

en1:Iy into the class ring markets would therefore likely require simultaneous ently into 

multiple product lines, either through manufacture or third-patty sourcing agreements. 

Entering the market for college class rings, moreover, would require a new entrant to pay 

licensing fees. Ring vendors n01mally must pay a royalty for the use of college's name, 

seal, logo, or other insignia. 

15 
16

50. Meaningful entry into the retail channel would be difficult as well. An entrant would 

have to overcome the same manufacturing and mold inventory hurdles because retailers 

generally require customizable rings. In addition, any class ring vendor attempting to 

enter the retail channel would have to be able to fulfill orders, as retailers do not want to 

develop their own customization platforms or hold inventory. 

51. Brand name and reputation also remain important to high schools and colleges regardless 

of whether class rings are sold on-campus or through retail. The Big Three have been 

manufacturing and selling rings for nearly a century and have well-established 

reputations. Building a reputation that a significant number of consumers will trust 

requires time and money. New entrants and online vendors cannot easily overcome this 

reputational hurdle. 

52. Entry is also unlikely because neither relevant market is growing. Indeed, the high 

school class ring market has seen significant declines, which act as a significant deterrent 

to entry. 

53. There is no recent history of meaningful entry, as the Big Three have maintained the 

lion’s share of the markets for at least five years. In fact, Jostens acquired a fringe 

competitor, Intergold, in 2010. 

54. Growth of fringe competitors sufficient to offset the Acquisition’s likely significant 

competitive harm is also unlikely. Existing third-party competitors attempting to expand 

their presence in the class rings markets face the same manufacturing and distribution 

barriers as new entrants. While various fringe competitors have attempted to expand 

their presence in the class rings markets, none has meaningfully increased its market 

share. 

IX.

EFFICIENCIES 

55. Extraordinary merger-specific efficiencies are necessary to outweigh the Acquisition’s 

likely significant harm to competition in the markets for the manufacture and sale of high 

school and college class rings. Respondents cannot show cognizable efficiencies 

necessary to justify the Acquisition in light of its substantial potential to harm 

competition. 
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X.

VIOLATION 

COUNT I – ILLEGAL AGREEMENT 

56. The allegations of Paragraphs 1 through 55 above are incorporated by reference as 

though fully set forth. 

57. The Agreement constitutes an unfair method of competition in violation of Section 5 of 

the FTC Act, as amended, 15 U.S.C. § 45. 

COUNT II – ILLEGAL ACQUISITION 

58. The allegations of Paragraphs 1 through 55 above are incorporated by reference as 

though fully set forth. 

59. The Acquisition, if consummated, may substantially lessen competition in the relevant 

markets in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and is 

an unfair method of competition in violation of Section 5 of the FTC Act, as amended, 15 

U.S.C. § 45. 

NOTICE 

 

 Notice is hereby given to the Respondents that the seventeenth day of September, 2014, 

at 10 a.m., is hereby fixed as the time, and the Federal Trade Commission offices at 600 

Pennsylvania Avenue, N.W., Room 532, Washington, D.C. 20580, as the place, when and where 

an evidentiary hearing will be had before an Administrative Law Judge of the Federal Trade 

Commission, on the charges set forth in this complaint, at which time and place you will have 

the right under the Federal Trade Commission Act and the Clayton Act to appear and show cause 

why an order should not be entered requiring you to cease and desist from the violations of law 

charged in the complaint. 

 You are notified that the opportunity is afforded you to file with the Commission an 

answer to this complaint on or before the fourteenth (14th) day after service of it upon you. An 

answer in which the allegations of the complaint are contested shall contain a concise statement 

of the facts constituting each ground of defense; and specific admission, denial, or explanation of 

each fact alleged in the complaint or, if you are without knowledge thereof, a statement to that 

effect. Allegations of the complaint not thus answered shall be deemed to have been admitted. 

 If you elect not to contest the allegations of fact set forth in the complaint, the answer 

shall consist of a statement that you admit all of the material facts to be true. Such an answer 

shall constitute a waiver of hearings as to the facts alleged in the complaint and, together with the 

complaint, will provide a record basis on which the Commission shall issue a final decision 
18

containing appropriate findings and conclusions and a final order disposing of the proceeding. In 

such answer, you may, however, reserve the right to submit proposed findings and conclusions 

under Rule 3.46 of the Commission’s Rules of Practice for Adjudicative Proceedings. 

 Failure to file an answer within the time above provided shall be deemed to constitute a 

waiver of your right to appear and to contest the allegations of the complaint and shall authorize 

the Commission, without further notice to you, to find the facts to be as alleged in the complaint 

and to enter a final decision containing appropriate findings and conclusions, and a final order 

disposing of the proceeding. 

 The Administrative Law Judge shall hold a prehearing scheduling conference not later 

than ten (10) days after the Respondents file their answers. Unless otherwise directed by the 

Administrative Law Judge, the scheduling conference and further proceedings will take place at 

the Federal Trade Commission, 600 Pennsylvania Avenue, N.W., Room 532, Washington, D.C. 

20580. Rule 3.21(a) requires a meeting of the parties’ counsel as early as practicable before the 

pre-hearing scheduling conference (but in any event no later than five (5) days after the 

Respondents file their answers). Rule 3.31(b) obligates counsel for each party, within five (5) 

days of receiving the Respondents’ answers, to make certain initial disclosures without awaiting 

a discovery request. 

NOTICE OF CONTEMPLATED RELIEF 

 Should the Commission conclude from the record developed in any adjudicative 

proceedings in this matter that the Acquisition challenged in this proceeding violates Section 5 of 

the Federal Trade Commission Act, as amended, and/or Section 7 of the Clayton Act, as 

amended, the Commission may order such relief against Respondents as is supported by the 

record and is necessary and appropriate, including, but not limited to: 

1. If the Acquisition is consummated, divestiture or reconstitution of all 

associated and necessary assets, in a manner that restores two or more 

distinct and separate, viable and independent businesses in the relevant 

markets, with the ability to offer such products and services as Visant and 

AAC were offering and planning to offer prior to the Acquisition. 

2. A prohibition against any transaction between Visant and AAC that 

combines their businesses in the relevant markets, except as may be 

approved by the Commission. 

3. A requirement that, for a period of time, Visant and AAC provide prior 

notice to the Commission of acquisitions, mergers, consolidations, or any 

other combinations of their businesses in the relevant markets with any 

other company operating in the relevant markets. 

4. A requirement to file periodic compliance reports with the Commission. 
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5. Any other relief appropriate to correct or remedy the anticompetitive 

effects of the transaction or to restore AAC as a viable, independent 

competitor in the relevant markets. 

IN WITNESS WHEREOF, the Federal Trade Commission has caused this complaint to 

be signed by its Secretary and its official seal to be hereto affixed, at Washington, D.C., this 

seventeenth day of April, 2014. 

By the Commission. 

 Donald S. Clark 

 Secretary 

SEAL: