**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.20549**

**FORM 10-Q**

**x**                                                QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

**For the quarterlyperiod ended September 30, 2006**

**or**

**o**                                                   TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

**For the transition period from              to              **
| Commission  File Number | ** ** | **Registrant, State of Incorporation  Address of Principal Executive Office and Telephone Number** | ** ** | **I.R.S.  Employer  Identification  No.** |
|-------------------------|------------|----------------------------------------------------------------------------------------------------|------------|-------------------------------------------|
|                    |       |                                                                                               |       |                                      |
| **333-112055**          | ** ** | **VISANT HOLDING CORP.**                                                                           | ** ** | **90-0207875**                            |
|                    |       | (Incorporated  in Delaware)                                                                        |       |                                      |
|                    | ** ** | **357 Main Street**                                                                                |       |                                      |
|                    | ** ** | **Armonk, New York 10504**                                                                         |       |                                      |
|                    |       | Telephone:  **(914) 595-8200**                                                                     |       |                                      |
|                    |       |                                                                                               |       |                                      |
| **333-120386**          | ** ** | **VISANT CORPORATION**                                                                             | ** ** | **90-0207604**                            |
|                    |       | (Incorporated  in Delaware)                                                                        |       |                                      |
|                    | ** ** | **357 Main Street**                                                                                |       |                                      |
|                    | ** ** | **Armonk, New York 10504**                                                                         |       |                                      |
|                    |       | Telephone:  **(914) 595-8200**                                                                     |       |                                      |

 

Indicate by checkmark whether each registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports) and (2) has been subject to such filing requirement for the past90 days.   Yes  x     No  o

Indicate by check markwhether any of the registrants is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer. (See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act).

Large accelerated filer  o      Accelerated filer  o    Non-accelerated filer  x

Indicate by check mark whether any of the registrantsis a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o      No  x

As of October 30,2006, there were 5,973,659 shares of Class A Common Stock, par value $.01 pershare, and one share of Class C Common Stock, par value $.01 per share, ofVisant Holding Corp. outstanding and 1,000 shares of common stock, par value$.01 per share, of Visant Corporation outstanding (all of which are ownedbeneficially by Visant Holding Corp.).

Visant Corporation meetsthe conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Qand is therefore filing this Form 10-Q with the reduced disclosure formatspecified in General Instruction (H)(2) to Form 10-Q.

 

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**FILINGFORMAT**

This Quarterly Report onForm 10-Q is a combined report being filed separately by two registrants:  Visant Holding Corp. (“Holdings”) and VisantCorporation, a wholly owned subsidiary of Holdings (“Visant”).  Unless the context indicates otherwise, anyreference in this report to the “Company”, “we”, “our”, “us” or “Holdings”refers to Visant Holding Corp., together with Visant Corporation and itsconsolidated subsidiaries.

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**TABLE OF CONTENTS**
| ** ** | ** ** | **PART I – FINANCIAL INFORMATION**                                                                                     | ** ** | ** ** |
|------------|------------|-----------------------------------------------------------------------------------------------------------------------------|------------|------------|
|            | ** ** | ** **                                                                                                                  | ** ** | ** ** |
| ITEM 1.    |       | Financial Statements  (Unaudited)                                                                                           |       |       |
|       |       |                                                                                                                        |       |       |
|       | ** ** | **Visant Holding Corp. and subsidiaries:**                                                                                  |       |       |
|       |       |                                                                                                                        |       |       |
|       |       | Condensed Consolidated Statements of Operations for  the three and nine months ended September 30, 2006 and October 1, 2005 |       |       |
|       |       |                                                                                                                        |       |       |
|       |       | Condensed Consolidated Balance Sheets as of September  30, 2006, October 1, 2005 and December 31, 2005                      |       |       |
|       |       |                                                                                                                        |       |       |
|       |       | Condensed Consolidated Statements of Cash Flows for  the nine months ended September 30, 2006 and October 1, 2005           |       |       |
|       |       |                                                                                                                        |       |       |
|       | ** ** | **Visant Corporation and subsidiaries:**                                                                                    |       |       |
|       |       |                                                                                                                        |       |       |
|       |       | Condensed Consolidated Statements of Operations for  the three and nine months ended September 30, 2006 and October 1, 2005 |       |       |
|       |       |                                                                                                                        |       |       |
|       |       | Condensed Consolidated Balance Sheets as of September  30, 2006, October 1, 2005 and December 31, 2005                      |       |       |
|       |       |                                                                                                                        |       |       |
|       |       | Condensed Consolidated Statements of Cash Flows for  the nine months ended September 30, 2006 and October 1, 2005           |       |       |
|       |       |                                                                                                                        |       |       |
|       |       | Notes to Condensed Consolidated Financial Statements                                                                        |       |       |
|       |       |                                                                                                                        |       |       |
| ITEM 2.    |       | Management’s Discussion and Analysis of Financial  Condition and Results of Operations                                 |       |       |
|       |       |                                                                                                                        |       |       |
| ITEM 3.    |       | Quantitative  and Qualitative Disclosures About Market Risk                                                                 |       |       |
|       |       |                                                                                                                        |       |       |
| ITEM 4.    |       | Controls and  Procedures                                                                                                    |       |       |
|       |       |                                                                                                                        |       |       |
|       | ** ** | **PART  II – OTHER INFORMATION**                                                                                       |       |       |
|       |       |                                                                                                                        |       |       |
| ITEM 1.    |       | Legal Proceedings                                                                                                           |       |       |
|       |       |                                                                                                                        |       |       |
| ITEM  1A.  |       | Risk  Factors                                                                                                               |       |       |
|       |       |                                                                                                                        |       |       |
| ITEM 2.    |       | Unregistered  Sales of Equity Securities and Use of Proceeds                                                                |       |       |
|       |       |                                                                                                                        |       |       |
| ITEM 3.    |       | Defaults Upon  Senior Securities                                                                                            |       |       |
|       |       |                                                                                                                        |       |       |
| ITEM 4.    |       | Submission of  Matters to a Vote of Security Holders                                                                        |       |       |
|       |       |                                                                                                                        |       |       |
| ITEM 5.    |       | Other Information                                                                                                           |       |       |
|       |       |                                                                                                                        |       |       |
| ITEM  6.   |       | Exhibits                                                                                                                    |       |       |
|       |       |                                                                                                                        |       |       |
| Signatures |       |                                                                                                                        |       |       |

 

----

#####  

##### **PART I.  FINANCIAL INFORMATION**

###### **ITEM1.  FINANCIAL STATEMENTS**

**VISANTHOLDING CORP. AND SUBSIDIARIES**

**CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS (UNAUDITED)**
| ** **                                     | ** ** | **Three months ended** | ** **  | **Nine months ended** | ** ** |
|------------------------------------------------|------------|----------------------------------|-------------|---------------------------------|------------|
| ** **                                     | ** ** | **September 30,**           | ** **  | **October 1,**             | ** ** | **September 30,** | ** ** | **October 1,** | ** ** |
| **In thousands**                          | ** ** | **2006**                         | ** **  | **2005**                        | ** ** | **2006** | ** ** | **2005** | ** ** |
| **Net sales**                                  | ** ** | **$**                            | **287,802** | ** **                      | **$**      | **276,934** | ** ** | **$** | **1,141,018** | ** ** | **$** | **1,127,455** | ** ** |
| Cost of products sold                          |       | 185,975                          |        | 185,740                         |       | 636,571 |   | 662,643 |   |
| Gross profit                                   | ** ** | **101,827**                      | ** **  | **91,194**                      | ** ** | **504,447** | ** ** | **464,812** | ** ** |
| Selling and  administrative expenses           |       | 81,980                           |        | 80,803                          |       | 305,346 |   | 308,041 |   |
| Gain on disposal of  fixed assets              |       | (784                             | )           | (3,725                          | )          | (1,631 | ) | (3,478 | ) |
| Transaction costs                              |       | —                           |        | —                          |       | — |   | 1,324 |   |
| Special charges                                |       | 955                              |        | 2,610                           |       | 3,589 |   | 7,159 |   |
| **Operating income**                           | ** ** | **19,676**                       | ** **  | **11,506**                      | ** ** | **197,143** | ** ** | **151,766** | ** ** |
| Interest expense, net                          |       | 41,109                           |        | 31,852                          |       | 109,504 |   | 92,724 |   |
| (Loss) income before  income taxes             | ** ** | **(21,433**                      | **)**       | **(20,346**                     | **)**      | **87,639** | ** ** | **59,042** | ** ** |
| (Benefit from)  provision for income taxes     |       | (10,016                          | )           | (9,420                          | )          | 33,013 |   | 23,049 |   |
| **(Loss) income from continuing  operations**  | ** ** | **(11,417**                      | **)**       | **(10,926**                     | **)**      | **54,626** | ** ** | **35,993** | ** ** |
| Loss from discontinued  operations, net of tax |       | (629                             | )           | (452                            | )          | (6,044 | ) | (4,374 | ) |
| **Net (loss) income**                          | ** ** | **$**                            | **(12,046** | **)**                           | **$**      | **(11,378** | **)** | **$** | **48,582** | ** ** | **$** | **31,619** | ** ** |

 

*Theaccompanying notes are an integral part of the condensed consolidated financialstatements.*

1

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**VISANT HOLDING CORP. ANDSUBSIDIARIES**

**CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)**
| ** **                                                                                                                                                                       | ** ** | **September 30,** | ** **    | **October 1,** | ** ** | **December 31,** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------|---------------|---------------------|------------|-----------------------|------------|
| **In thousands, except share amounts**                                                                                                                       | ** ** | **2006**               | ** **    | **2005**            | ** ** | **2005**              | ** ** |
| **ASSETS**                                                                                                                                                                       | ** ** | ** **             | ** **    | ** **          | ** ** | ** **            | ** ** |
| Cash and cash  equivalents                                                                                                                                                       |       | $                      | 15,313        |                | $          | 14,967                |       | $ | 20,706 |   |
| Accounts receivable,  net                                                                                                                                                        |       | 189,928                |          | 175,184             |       | 163,742               |       |
| Inventories, net                                                                                                                                                                 |       | 118,500                |          | 117,108             |       | 128,962               |       |
| Salespersons  overdrafts, net of allowance of $12,469, $13,906 and $12,517, respectively                                                                                         |       | 30,246                 |          | 34,783              |       | 30,785                |       |
| Prepaid expenses and  other current assets                                                                                                                                       |       | 12,840                 |          | 8,045               |       | 16,739                |       |
| Deferred income taxes                                                                                                                                                            |       | 12,376                 |          | 32,021              |       | 12,376                |       |
| Current assets of  discontinued operations                                                                                                                                       |       | 89                     |          | 10,385              |       | 8,495                 |       |
| **Total  current assets**                                                                                                                                                        | ** ** | **379,292**            | ** **    | **392,493**         | ** ** | **381,805**           | ** ** |
| Property, plant and  equipment                                                                                                                                                   |       | 580,398                |          | 532,022             |       | 542,922               |       |
| Less accumulated  depreciation                                                                                                                                                   |       | (337,322               | )             | (306,370            | )          | (311,954              | )          |
| Property, plant  and equipment, net                                                                                                                                              |       | 243,076                |          | 225,652             |       | 230,968               |       |
| Goodwill                                                                                                                                                                         |       | 1,092,073              |          | 1,083,369           |       | 1,083,384             |       |
| Intangibles, net                                                                                                                                                                 |       | 541,420                |          | 550,746             |       | 554,911               |       |
| Deferred financing  costs, net                                                                                                                                                   |       | 50,856                 |          | 53,850              |       | 50,400                |       |
| Other assets                                                                                                                                                                     |       | 15,898                 |          | 11,118              |       | 12,075                |       |
| Long-term assets of  discontinued operations                                                                                                                                     |       | —                 |          | 52,093              |       | 51,776                |       |
| **Total  assets**                                                                                                                                                                | ** ** | **$**                  | **2,322,615** | ** **          | **$**      | **2,369,321**         | ** ** | **$** | **2,365,319** | ** ** |
|                                                                                                                                                                             |       |                   |          |                |       |                  |       |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY**                                                                                                                                   | ** ** | ** **             | ** **    | ** **          | ** ** | ** **            | ** ** |
| Book overdrafts                                                                                                                                                                  |       | $                      | —        |                | $          | 5,136                 |       | $ | — |   |
| Short-term borrowings                                                                                                                                                            |       | 117,425                |          | 49,935              |       | 11,868                |       |
| Accounts payable                                                                                                                                                                 |       | 66,993                 |          | 46,674              |       | 54,664                |       |
| Accrued employee  compensation and related taxes                                                                                                                                 |       | 40,140                 |          | 38,472              |       | 39,984                |       |
| Commissions payable                                                                                                                                                              |       | 9,614                  |          | 9,361               |       | 19,315                |       |
| Customer deposits                                                                                                                                                                |       | 41,355                 |          | 39,853              |       | 164,456               |       |
| Income taxes payable                                                                                                                                                             |       | 23,053                 |          | 2,359               |       | 6,162                 |       |
| Other accrued  liabilities                                                                                                                                                       |       | 52,248                 |          | 50,467              |       | 35,595                |       |
| Current liablilties of  discontinued operations                                                                                                                                  |       | 6,985                  |          | 13,614              |       | 14,130                |       |
| **Total  current liabilities**                                                                                                                                                   | ** ** | **357,813**            | ** **    | **255,871**         | ** ** | **346,174**           | ** ** |
|                                                                                                                                                                             |       |                   |          |                |       |                  |       |
| Long-term debt - less  current maturities                                                                                                                                        |       | 1,765,641              |          | 1,596,707           |       | 1,501,246             |       |
| Deferred income taxes                                                                                                                                                            |       | 190,421                |          | 225,333             |       | 211,553               |       |
| Pension liabilities,  net                                                                                                                                                        |       | 22,729                 |          | 26,276              |       | 25,112                |       |
| Other noncurrent  liabilities                                                                                                                                                    |       | 22,466                 |          | 7,629               |       | 18,188                |       |
| Long-term liabilities  of discontinued operations                                                                                                                                |       | 150                    |          | 7,906               |       | 7,761                 |       |
| **Total  liabilities**                                                                                                                                                           | ** ** | **2,359,220**          | ** **    | **2,119,722**       | ** ** | **2,110,034**         | ** ** |
| ** **                                                                                                                                                                       | ** ** | ** **             | ** **    | ** **          | ** ** | ** **            | ** ** |
| Mezzanine equity                                                                                                                                                                 |       | 9,411                  |          | —              |       | —                |       |
|                                                                                                                                                                             |       |                   |          |                |       |                  |       |
| Common stock:                                                                                                                                                                    |       |                   |          |                |       |                  |       |
| Class A $.01 par  value; authorized 7,000,000 shares; issued and outstanding: 5,973,659 shares at  September 30, 2006 and December 31, 2005; 5,971,577 shares at October 1, 2005 |       |                   |          |                |       |                  |       |
| Class B $.01 par  value; non-voting; authorized 2,724,759 shares; issued and outstanding: none  at September 30, 2006, December 31, 2005 and October 1, 2005                     |       |                   |          |                |       |                  |       |
| Class C $.01 par  value; authorized 1 share; issued and outstanding: 1 share at September 30,  2006, December 31, 2005 and October 1, 2005                                       |       | 60                     |          | 60                  |       | 60                    |       |
| Additional  paid-in-capital                                                                                                                                                      |       | 175,458                |          | 524,436             |       | 525,593               |       |
| Accumulated deficit                                                                                                                                                              |       | (222,386               | )             | (275,998            | )          | (270,968              | )          |
| Accumulated other  comprehensive income                                                                                                                                          |       | 852                    |          | 1,101               |       | 600                   |       |
| **Total  stockholders’ (deficit) equity**                                                                                                                                   | ** ** | **(46,016**            | **)**         | **249,599**         | ** ** | **255,285**           | ** ** |
| **Total liabilities and  stockholders’ equity**                                                                                                                             | ** ** | **$**                  | **2,322,615** | ** **          | **$**      | **2,369,321**         | ** ** | **$** | **2,365,319** | ** ** |

 

*Theaccompanying notes are an integral part of the condensed consolidated financialstatements.*

2

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**VISANTHOLDING CORP. AND SUBSIDIARIES**

**CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS (UNAUDITED)**
| ** **                                                                         | ** ** | **Nine months ended** | ** ** |
|------------------------------------------------------------------------------------|------------|---------------------------------|------------|
| ** **                                                                         | ** ** | **September 30,**          | ** ** | **October 1,** | ** ** |
| **In thousands**                                                              | ** ** | **2006**                        | ** ** | **2005** | ** ** |
| ** **                                                                         | ** ** | ** **                      | ** ** | ** ** | ** ** |
| Net income                                                                         |       | $                               | 48,582     |   | $ | 31,619 |   |
| Adjustments to  reconcile net income to net cash provided by operating activities: |       |                            |       |   |   |
| Loss from discontinued operations                                                  |       | 6,044                           |       | 4,374 |   |
| Depreciation                                                                       |       | 33,034                          |       | 39,705 |   |
| Amortization of intangible assets                                                  |       | 37,743                          |       | 34,665 |   |
| Amortization of debt discount, premium and deferred  financing costs               |       | 23,429                          |       | 23,651 |   |
| Other amortization                                                                 |       | 603                             |       | 581 |   |
| Deferred income taxes                                                              |       | (21,183                         | )          | 7,152 |   |
| Gain on sale of assets                                                             |       | (1,631                          | )          | (3,478 | ) |
| Stock-based compensation                                                           |       | 113                             |       | 79 |   |
| Loss on asset impairments                                                          |       | 2,341                           |       | — |   |
| Changes in assets and liabilities:                                                 |       |                            |       |   |   |
| Accounts receivable                                                                |       | (11,999                         | )          | (18,172 | ) |
| Inventories                                                                        |       | 14,120                          |       | 12,666 |   |
| Salespersons overdrafts                                                            |       | 314                             |       | (4,797 | ) |
| Prepaid expenses and other current assets                                          |       | (61                             | )          | 4,541 |   |
| Accounts payable and accrued expenses                                              |       | 14,950                          |       | (12,177 | ) |
| Customer deposits                                                                  |       | (122,767                        | )          | (116,929 | ) |
| Commissions payable                                                                |       | (8,971                          | )          | (5,423 | ) |
| Income taxes payable                                                               |       | 16,965                          |       | (4,718 | ) |
| Interest payable                                                                   |       | 20,186                          |       | 21,793 |   |
| Other                                                                              |       | (6,652                          | )          | (3,464 | ) |
| **Net cash provided by operating activities of  continuing operations**            |       | 45,160                          |       | 11,668 |   |
| **Net cash used in operating activities of  discontinued operations**              |       | (23,764                         | )          | (903 | ) |
| **Net cash provided by operating activities**                                      | ** ** | **21,396**                      | ** ** | **10,765** | ** ** |
| Purchases of  property, plant and equipment                                        |       | (52,455                         | )          | (36,519 | ) |
| Proceeds from  sale of property and equipment                                      |       | 10,442                          |       | 9,566 |   |
| Acquisition of  business                                                           |       | (53,557                         | )          | (1,772 | ) |
| Proceeds from  sale of business                                                    |       | 64,092                          |       | — |   |
| Other investing  activities, net                                                   |       | —                          |       | (36 | ) |
| **Net cash used in investing activities of  continuing operations**                |       | (31,478                         | )          | (28,761 | ) |
| **Net cash used in investing activities of  discontinued operations**              |       | (673                            | )          | (504 | ) |
| **Net cash used in investing activities**                                          | ** ** | **(32,151**                     | **)**      | **(29,265** | **)** |
| Net book  overdrafts                                                               | ** ** | **—**                      |       | 5,136 |   |
| Net short-term  borrowings                                                         |       | 105,971                         |       | 41,199 |   |
| Principal  payments on long-term debt                                              |       | (100,000                        | )          | (103,500 | ) |
| Distribution to  shareholders                                                      |       | (340,700                        | )          | — |   |
| Proceeds from  issuance of long-term debt                                          |       | 350,000                         |       | — |   |
| Debt financing  costs                                                              |       | (9,473                          | )          | (326 | ) |
| Net proceeds  from issuance of common stock                                        |       | —                          |       | 5,933 |   |
| **Net cash provided by (used in) financing  activities**                           | ** ** | **5,798**                       | ** ** | **(51,558** | **)** |
| Effect of  exchange rate changes on cash and cash equivalents                      |       | (436                            | )          | 61 |   |
| Decrease in cash  and cash equivalents                                             |       | (5,393                          | )          | (69,997 | ) |
| Cash and cash  equivalents, beginning of period                                    |       | 20,706                          |       | 84,964 |   |
| **Cash and cash equivalents, end  of period**                                      | ** ** | **$**                           | **15,313** | ** ** | **$** | **14,967** | ** ** |

 

*Theaccompanying notes are an integral part of the condensed consolidated financialstatements.*

3

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**VISANTCORPORATION AND SUBSIDIARIES**

**CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS (UNAUDITED)**
| ** **                                     | ** ** | **Three months ended** | ** **  | **Nine months ended** | ** ** |
|------------------------------------------------|------------|----------------------------------|-------------|---------------------------------|------------|
| ** **                                     | ** ** | **September 30,**           | ** **  | **October 1,**             | ** ** | **September 30,** | ** ** | **October 1,** | ** ** |
| **In thousands**                          | ** ** | **2006**                         | ** **  | **2005**                        | ** ** | **2006** | ** ** | **2005** | ** ** |
| **Net  sales**                                 | ** ** | **$**                            | **287,802** | ** **                      | **$**      | **276,934** | ** ** | **$** | **1,141,018** | ** ** | **$** | **1,127,455** | ** ** |
| Cost of products  sold                         |       | 185,975                          |        | 185,740                         |       | 636,571 |   | 662,643 |   |
| Gross profit                                   | ** ** | **101,827**                      | ** **  | **91,194**                      | ** ** | **504,447** | ** ** | **464,812** | ** ** |
| Selling and  administrative expenses           |       | 81,942                           |        | 80,716                          |       | 305,145 |   | 307,894 |   |
| Gain on disposal  of fixed assets              |       | (784                             | )           | (3,725                          | )          | (1,631 | ) | (3,478 | ) |
| Transaction  costs                             |       | —                           |        | —                          |       | — |   | 1,324 |   |
| Special charges                                |       | 955                              |        | 2,610                           |       | 3,589 |   | 7,159 |   |
| **Operating income**                           | ** ** | **19,714**                       | ** **  | **11,593**                      | ** ** | **197,344** | ** ** | **151,913** | ** ** |
| Interest  expense, net                         |       | 28,114                           |        | 27,277                          |       | 79,033 |   | 79,421 |   |
| (Loss) income  before income taxes             | ** ** | **(8,400**                       | **)**       | **(15,684**                     | **)**      | **118,311** | ** ** | **72,492** | ** ** |
| (Benefit from)  provision for income taxes     |       | (4,753                           | )           | (7,494                          | )          | 44,064 |   | 27,874 |   |
| **(Loss) income from continuing operations**   | ** ** | **(3,647**                       | **)**       | **(8,190**                      | **)**      | **74,247** | ** ** | **44,618** | ** ** |
| Loss from  discontinued operations, net of tax |       | (629                             | )           | (452                            | )          | (6,044 | ) | (4,374 | ) |
| **Net  (loss) income**                         | ** ** | **$**                            | **(4,276**  | **)**                           | **$**      | **(8,642** | **)** | **$** | **68,203** | ** ** | **$** | **40,244** | ** ** |

 

*Theaccompanying notes are an integral part of the condensed consolidated financialstatements.*

4

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**VISANTCORPORATION AND SUBSIDIARIES**

**CONDENSED CONSOLIDATED BALANCESHEETS (UNAUDITED)**
| ** **                                                                                        | ** ** | **September 30,** | ** **    | **October 1,** | ** ** | **December 31,** | ** ** |
|---------------------------------------------------------------------------------------------------|------------|------------------------|---------------|---------------------|------------|-----------------------|------------|
| **In thousands, except share amounts**                                        | ** ** | **2006**               | ** **    | **2005**            | ** ** | **2005**              | ** ** |
| **ASSETS**                                                                                        |       |                   |          |                |       |                  |       |
| Cash and cash  equivalents                                                                        |       | $                      | 14,415        |                | $          | 14,273                |       | $ | 19,874 |   |
| Accounts  receivable, net                                                                         |       | 189,928                |          | 175,184             |       | 163,742               |       |
| Inventories, net                                                                                  |       | 118,500                |          | 117,108             |       | 128,962               |       |
| Salespersons  overdrafts, net of allowance of $12,469, $13,902 and $12,517, respectively          |       | 30,246                 |          | 34,783              |       | 30,785                |       |
| Prepaid expenses  and other current assets                                                        |       | 13,120                 |          | 8,045               |       | 16,774                |       |
| Deferred income  taxes                                                                            |       | 12,376                 |          | 31,800              |       | 12,376                |       |
| Current assets  of discontinued operations                                                        |       | 89                     |          | 10,385              |       | 8,495                 |       |
| **Total current assets**                                                                          | ** ** | **378,674**            | ** **    | **391,578**         | ** ** | **381,008**           | ** ** |
| Property, plant  and equipment                                                                    |       | 580,398                |          | 532,022             |       | 542,922               |       |
| Less accumulated  depreciation                                                                    |       | (337,322               | )             | (306,370            | )          | (311,954              | )          |
| Property, plant and equipment, net                                                                |       | 243,076                |          | 225,652             |       | 230,968               |       |
| Goodwill                                                                                          |       | 1,092,073              |          | 1,083,369           |       | 1,083,384             |       |
| Intangibles, net                                                                                  |       | 541,420                |          | 550,746             |       | 554,911               |       |
| Deferred financing  costs, net                                                                    |       | 37,409                 |          | 48,761              |       | 45,430                |       |
| Other assets                                                                                      |       | 15,898                 |          | 11,118              |       | 12,075                |       |
| Long-term assets  of discontinued operations                                                      |       | —                 |          | 52,093              |       | 51,776                |       |
| **Total assets**                                                                                  | ** ** | **$**                  | **2,308,550** | ** **          | **$**      | **2,363,317**         | ** ** | **$** | **2,359,552** | ** ** |
|                                                                                              |       |                   |          |                |       |                  |       |
| **LIABILITIES AND STOCKHOLDER’S EQUITY**                                                     |       |                   |          |                |       |                  |       |
| Book overdrafts                                                                                   |       | $                      | —        |                | $          | 5,136                 |       | $ | — |   |
| Short-term  borrowings                                                                            |       | 117,425                |          | 49,935              |       | 11,868                |       |
| Accounts payable                                                                                  |       | 66,939                 |          | 46,673              |       | 54,664                |       |
| Accrued employee  compensation and related taxes                                                  |       | 40,140                 |          | 38,472              |       | 39,984                |       |
| Commissions  payable                                                                              |       | 9,614                  |          | 9,361               |       | 19,315                |       |
| Customer  deposits                                                                                |       | 41,355                 |          | 39,853              |       | 164,456               |       |
| Income taxes  payable                                                                             |       | 29,173                 |          | 2,322               |       | 6,557                 |       |
| Other accrued  liabilities                                                                        |       | 41,917                 |          | 50,467              |       | 35,660                |       |
| Current  liablilties of discontinued operations                                                   |       | 6,985                  |          | 13,614              |       | 14,130                |       |
| **Total current liabilities**                                                                     | ** ** | **353,548**            | ** **    | **255,833**         | ** ** | **346,634**           | ** ** |
|                                                                                              |       |                   |          |                |       |                  |       |
| Long-term debt -  less current maturities                                                         |       | 1,216,500              |          | 1,416,500           |       | 1,316,500             |       |
| Deferred income  taxes                                                                            |       | 208,602                |          | 236,499             |       | 224,408               |       |
| Pension  liabilities, net                                                                         |       | 22,729                 |          | 26,276              |       | 25,112                |       |
| Other noncurrent  liabilities                                                                     |       | 22,466                 |          | 7,629               |       | 18,188                |       |
| Long-term  liabilities of discontinued operations                                                 |       | 150                    |          | 7,906               |       | 7,761                 |       |
| **Total liabilities**                                                                             | ** ** | **1,823,995**          | ** **    | **1,950,643**       | ** ** | **1,938,603**         | ** ** |
|                                                                                              |       |                   |          |                |       |                  |       |
| Common stock  $.01 par value; authorized: 2,000,000 shares; issued and outstanding: 1,000  shares |       | —                 |          | —              |       | —                |       |
| Additional  paid-in-capital                                                                       |       | 663,909                |          | 667,838             |       | 668,758               |       |
| Accumulated  deficit                                                                              |       | (180,206               | )             | (256,265            | )          | (248,409              | )          |
| Accumulated  other comprehensive income                                                           |       | 852                    |          | 1,101               |       | 600                   |       |
| **Total stockholder’s equity**                                                               | ** ** | **484,555**            | ** **    | **412,674**         | ** ** | **420,949**           | ** ** |
| **Total  liabilities and stockholder’s equity**                                              | ** ** | **$**                  | **2,308,550** | ** **          | **$**      | **2,363,317**         | ** ** | **$** | **2,359,552** | ** ** |

 

*Theaccompanying notes are an integral part of the condensed consolidated financialstatements.*

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**VISANTCORPORATION AND SUBSIDIARIES**

**CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS (UNAUDITED)**
| ** **                                                                         | ** ** | **Nine months ended** | ** ** |
|------------------------------------------------------------------------------------|------------|---------------------------------|------------|
| ** **                                                                         | ** ** | **September 30,**          | ** ** | **October 1,** | ** ** |
| **In thousands**                                                              | ** ** | **2006**                        | ** ** | **2005** | ** ** |
| ** **                                                                         | ** ** | ** **                      | ** ** | ** ** | ** ** |
| Net income                                                                         |       | $                               | 68,203     |   | $ | 40,244 |   |
| Adjustments to  reconcile net income to net cash provided by operating activities: |       |                            |       |   |   |
| Loss from discontinued operations                                                  |       | 6,044                           |       | 4,374 |   |
| Depreciation                                                                       |       | 33,034                          |       | 39,705 |   |
| Amortization of intangible assets                                                  |       | 37,743                          |       | 34,665 |   |
| Amortization of debt discount, premium and deferred  financing costs               |       | 8,038                           |       | 10,266 |   |
| Other amortization                                                                 |       | 603                             |       | 581 |   |
| Deferred income taxes                                                              |       | (15,857                         | )          | 12,184 |   |
| Gain on sale of assets                                                             |       | (1,631                          | )          | (3,478 | ) |
| Loss on asset impairments                                                          |       | 2,341                           |       | — |   |
| Changes in assets and liabilities:                                                 |       |                            |       |   |   |
| Accounts receivable                                                                |       | (11,999                         | )          | (18,172 | ) |
| Inventories                                                                        |       | 14,120                          |       | 12,666 |   |
| Salespersons overdrafts                                                            |       | 314                             |       | (4,797 | ) |
| Prepaid expenses and other current assets                                          |       | (61                             | )          | 4,541 |   |
| Accounts payable and accrued expenses                                              |       | 14,897                          |       | (12,177 | ) |
| Customer deposits                                                                  |       | (122,767                        | )          | (116,929 | ) |
| Commissions payable                                                                |       | (8,971                          | )          | (5,423 | ) |
| Income taxes payable                                                               |       | 22,690                          |       | (4,925 | ) |
| Interest payable                                                                   |       | 9,932                           |       | 21,793 |   |
| Other                                                                              |       | (6,903                          | )          | (4,516 | ) |
| **Net cash provided by operating activities of  continuing operations**            |       | 49,770                          |       | 10,602 |   |
| **Net cash used in operating activities of  discontinued operations**              |       | (23,764                         | )          | (903 | ) |
| **Net cash provided by operating activities**                                      | ** ** | **26,006**                      | ** ** | **9,699** | ** ** |
| Purchases of  property, plant and equipment                                        |       | (52,455                         | )          | (36,519 | ) |
| Proceeds from  sale of property and equipment                                      |       | 10,442                          |       | 9,566 |   |
| Acquisition of  business                                                           |       | (53,557                         | )          | (1,772 | ) |
| Proceeds from  sale of business                                                    |       | 64,092                          |       | — |   |
| Other investing  activities, net                                                   |       | —                          |       | (36 | ) |
| **Net cash used in investing activities of  continuing operations**                |       | (31,478                         | )          | (28,761 | ) |
| **Net cash used in investing activities of  discontinued operations**              |       | (673                            | )          | (504 | ) |
| **Net cash used in investing activities**                                          | ** ** | **(32,151**                     | **)**      | **(29,265** | **)** |
| Net book  overdrafts                                                               |       | —                          |       | 5,136 |   |
| Net short-term  borrowings                                                         |       | 105,971                         |       | 41,199 |   |
| Principal  payments on long-term debt                                              |       | (100,000                        | )          | (103,500 | ) |
| Distribution to  shareholders                                                      |       | (4,849                          | )          | — |   |
| Net contribution  from Visant Holding Corp.                                        |       | —                          |       | 9,000 |   |
| Debt financing  costs                                                              |       | —                          |       | (326 | ) |
| **Net cash provided by (used in) financing  activities**                           | ** ** | **1,122**                       | ** ** | **(48,491** | **)** |
| Effect of  exchange rate changes on cash and cash equivalents                      |       | (436                            | )          | 61 |   |
| Decrease in cash  and cash equivalents                                             |       | (5,459                          | )          | (67,996 | ) |
| Cash and cash  equivalents, beginning of period                                    |       | 19,874                          |       | 82,269 |   |
| **Cash and cash equivalents, end  of period**                                      | ** ** | **$**                           | **14,415** | ** ** | **$** | **14,273** | ** ** |

 

*Theaccompanying notes are an integral part of the condensed consolidated financialstatements.*

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**VISANTHOLDING CORP.**

**VISANTCORPORATION**

**NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (UNAUDITED)**

**1.    Overview and Basis of Presentation**

***Overview***

The Company is amarketing and publishing services enterprise servicing the school affinity,direct marketing, fragrance and cosmetics sampling and educational publishingmarkets.  The Company was formed throughthe October 2004 consolidation of Jostens, Inc. (“Jostens”), Von HoffmannHoldings Inc. (“Von Hoffmann”) and AHC I Acquisition Corp. (“Arcade”).  These subsidiaries operate in four reportablesegments:  Jostens Scholastic, JostensYearbook, Marketing and Publishing Services and Educational Textbook.

***Basis ofPresentation***

Theunaudited condensed consolidated financial statements included herein are thoseof:

·                  VisantHolding Corp. and its wholly-owned subsidiaries (“Holdings”) which includeVisant Corporation (“Visant”); and

·                  Visant and itswholly-owned subsidiaries.

Thereare no significant differences between the results of operations and financialcondition of Visant and those of Holdings other than certain indebtedness ofHoldings.  Holdings has 10.25% seniordiscount notes, which had an accreted value of $199.1 million, $180.2 millionand $184.7 million as of September 30, 2006, October 1, 2005 and December 31,2005, respectively, and $350.0 million principal amount of 8.75% Senior Notesas of September 30, 2006.

All significant intercompany balances and transactionshave been eliminated in consolidation.

Theaccompanying unaudited condensed consolidated financial statements of Holdingsand Visant, and their respective subsidiaries, are presented pursuant to therules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)in accordance with disclosure requirements for the quarterly report on Form10-Q.  In the opinion of management, alladjustments (consisting of normal recurring adjustments) considered necessaryfor a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicativeof the results that may be expected for the full year.  These financial statements should be read inconjunction with the consolidated financial statements and footnotes includedin Holdings’ and Visant’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2005.

The preparation ofthe financial statements in conformity with accounting principles generallyaccepted in the United States requires the Company to make estimates andassumptions that affect the amounts reported in the financial statements andaccompanying notes.  Actual results coulddiffer from those estimates.

***Recent Accounting Pronouncements***

In June 2006, theFinancial Accounting Standards Board (“FASB”) issued FASB Interpretation No.48, *Accounting for Uncertainty in Income Taxes*(“FIN 48”), which clarifies the accounting for uncertainty in income taxesrecognized in an enterprise’s financial statements in accordance with FASBStatement No. 109, *Accounting for IncomeTaxes*.  FIN 48 requiresapplying a “more likely than not” threshold to the recognition andderecognition of tax positions.  The newguidance will be effective for us on January 1, 2007.  We are currently studying the provisions ofFIN 48 to determine the impact, if any, on our financial statements.

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In September 2006,the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, *Fair Value Measurements* (“SFAS No. 157”), that establishes aframework for measuring fair value and requires enhanced disclosures about fairvalue measurements. SFAS No. 157 requires companies to disclose the fair valueof their financial instruments according to a fair value hierarchy as definedin the standard.  SFAS No. 157 iseffective for financial statements issued for fiscal years beginning afterNovember 15, 2007, and interim periods within those fiscal years.  We are currently studying the provisions ofSFAS No. 157 to determine the impact, if any, on our financial statements.

In September 2006,the FASB issued SFAS No. 158, *Employers’ Accounting forDefined Benefit Pension and Other Postretirement Plans* (“SFAS No.158”)*.* SFAS No. 158 requires the recognition of the funded status of abenefit plan in the balance sheet; the recognition in other comprehensiveincome of gains or losses and prior service costs or credits arising during theperiod but which are not included as components of periodic benefit cost; themeasurement of defined benefit plan assets and obligations as of the balancesheet date; and disclosure of additional information about the effects on periodicbenefit cost for the following fiscal year arising from delayed recognition inthe current period. In addition, SFAS No. 158 amends SFAS No. 87, *Employers’ Accounting for Pensions*, and SFAS No. 106, *Employers’ Accounting for Postretirement Benefits Other Than Pensions*,to include guidance regarding selection of assumed discount rates for use inmeasuring the benefit obligation.  Thenew guidance will be effective for us the first fiscal year ending after June15, 2007.  We are currently studying theprovisions of SFAS No. 158 to determine the impact, if any, on our financialstatements.

InSeptember 2006, the SEC Staff issued Staff Accounting Bulletin (“SAB”) 108, *Considering the Effects of Prior Year Misstatements when QuantifyingMisstatements in Current Year Financial Statements* (“SAB 108”), toclarify consideration of the effects of the prior year errors when quantifyingmisstatements in current year financial statements.  SAB 108 states that registrants shouldquantify errors using both a balance sheet approach and an income statementapproach when quantifying and evaluating the materiality of a misstatement. Thenew guidance is applicable to annual financial statements for fiscal yearsending after November 15, 2006. We are currently studying the provisions of SAB108 to determine the impact, if any, on our financial statements.

**2.    Significant Accounting Policies**

***Revenue Recognition***

SABNo. 104, *Revenue Recognition*, provides guidanceon the application of accounting principles generally accepted in the UnitedStates to selected revenue recognition issues. In accordance with SAB No. 104,the Company recognizes revenue when the earnings process is complete, evidencedby an agreement between the Company and the customer, delivery and acceptancehas occurred, collectibility is probable and pricing is fixed or determinable.Revenue is recognized when (1) products are shipped (if shipped FOB shippingpoint), (2) products are delivered (if shipped FOB destination) or (3) asservices are performed as determined by contractual agreement, but in all casesonly when risk of loss has transferred to the customer and the Company has nofurther performance obligations.

***Cost of Products Sold***

Cost of products soldprimarily include the cost of paper and other materials, direct and indirectlabor and related benefit costs, depreciation of production assets and shippingand handling costs.

***Shipping and Handling***

Net sales include amountsbilled to customers for shipping and handling costs. Costs incurred forshipping and handling are recorded in cost of products sold.

***Selling and Administrative Expenses***

Selling andadministrative expenses primarily include salaries and related benefits ofsales and administrative personnel, sales commissions, amortization ofintangibles and professional fees such as audit and consulting fees.

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***Advertising***

The Company expenses advertising costs asincurred.  Selling and administrativeexpenses included advertising expense of $2.5 million for the quarter endedSeptember 30, 2006 and $2.7 million for the quarter ended October 1, 2005.  Advertising expense totaled $4.8 million forthe nine months ended September 30, 2006 and $5.3 million for the same periodin 2005.

***Warranty Costs***

Provisions for warranty costs related to Jostens’scholastic products, particularly class rings, are recorded based on historicalinformation and current trends in manufacturing costs due to the lifetimewarranty. The provision related to the lifetime warranty is based on the numberof rings manufactured in the prior school year consistent with industrystandards. The provision for the lifetime warranty on rings was approximately$0.4 million and $0.3 million for the quarters ended September 30, 2006 andOctober 1, 2005, respectively.  For boththe nine months ended September 30, 2006 and the nine months ended October 1,2005, the provision for the warranty was $1.0 million, respectively.  Warranty repair costs for rings manufacturedin the current school year are expensed as incurred. Accrued warranty costsincluded in the consolidated balance sheets were approximately $1.0 million asof September 30, 2006, October 1, 2005 and December 31, 2005.

***Stock-based Compensation***

Effective January 1, 2006, the Company adopted SFASNo. 123R  (revised 2004), *Share Based Payment* (“SFAS 123R”), which requires therecognition of compensation expense related to all equity awards grantedincluding awards modified, repurchased, or cancelled based on the fair valuesof the awards at the grant date.  For thethree month period ended September 30, 2006, the Company recognized totalcompensation expense related to stock options of less than $0.1 million whichis included in selling, general and administrative expenses.  For the nine-month period ended September 30,2006, the Company recognized total compensation expense related to stockoptions of $0.1 million.  Refer to Note15, *Stock-based Compensation*, for furtherdetails.

***MezzanineEquity***

Certain management stockholder agreements contain arepurchase feature whereby Holdings is obligated, under certain circumstancessuch as death and disability, to repurchase the common shares from the holderand settle amounts in cash.  Inaccordance with the SEC’s SAB No. 107, *Share-Based Payment*,such equity instruments are considered temporary equity and have beenreclassified from additional paid-in-capital to mezzanine equity on the balancesheet as of September 30, 2006.

**3.    The Transactions**

OnOctober 4, 2004, an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”)and affiliates of DLJ Merchant Banking Partners completed transactions(collectively, the “Transactions”) which created a marketing and publishingservices enterprise, servicing the school affinity products, direct marketing,fragrance and cosmetics sampling and educational markets comprised of theoperations of Jostens, Von Hoffmann, The Lehigh Press, Inc. and Arcade.

Prior to the Transactions, Von Hoffmann and Arcade wereeach controlled by affiliates of DLJ Merchant BankingPartners II, L.P. (“DLJMBP II”), and DLJ Merchant BankingPartners III, L.P. (“DLJMBP III”) owned approximately 82.5% of Holdings’outstanding equity, with the remainder held by other co-investors and certainmembers of management.  Upon consummationof the Transactions, an affiliate of KKR invested $256.1 million and was issuedequity interests representing approximately 49.6% of the voting interest and45.0% of the economic interest of Holdings, and affiliates of DLJMBP III heldequity interests representing approximately 41.0% of the voting interest and45.0% of the economic interest, with the remainder held by other co-investorsand certain members of management.  Inconnection with the Transactions, approximately $175.6 million of the proceedswere distributed to certain shareholders, and certain treasury stock held byVon Hoffmann was redeemed.    Aftergiving effect to the issuance of equity to additional members of management, asof October 30, 2006, affiliates of KKR and DLJMBP III (the “Sponsors”) heldapproximately 49.1% and 41.0%, respectively, of the voting interests ofHoldings, while each continued to hold

9

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approximately 44.6% of the economic interests.  As of October 30, 2006, the otherco-investors held approximately 8.4% of the voting interests and 9.1% of theeconomic interests of Holdings, and members of management collectively heldapproximately 1.6% of the voting interests and approximately 1.7% of theeconomic interests.

**4.    Restructuring Activity and Other Special Charges**

***RestructuringActivity***

During the thirdquarter of 2006, the Company recorded $1.0 million of special charges.  The amount incurred primarily related to theEducational Textbook segment, which recorded approximately $0.9 million ofseverance charges and related benefits associated with the termination of 59employees.

During the thirdquarter of 2005, the Company recorded $2.6 million of special charges. JostensScholastic and Jostens Yearbook recorded $1.2 million and $0.4 million ofseverance costs and related benefits associated with a headcount reduction of16 Jostens Scholastic employees and six Jostens Yearbook employees,respectively.  The Marketing andPublishing Services and Educational Textbook segments recorded charges of $0.7million and $0.3 million, respectively, related to severance costs that reducedheadcount by 61 employees.

For the ninemonths ended September 30, 2006, the Company recorded $3.6 million of specialcharges for severance costs and related benefit costs.  These charges included $0.1 million relatedto Jostens Scholastic, less than $0.1 million related to Jostens Yearbook, $0.3million related to the Marketing and Publishing Services segment and $0.9million related to the Educational Textbook segment.  Headcount reductions associated with theseactivities were eight for Jostens Scholastic, two for Jostens Yearbook, 11 forMarketing and Publishing Services and 59 employees for EducationalTextbook.  Additionally, the Companyrecognized an impairment loss of $2.3 million related to the sale of itsJostens headquarters building.

For the ninemonths ended October 1, 2005, the Company incurred $7.2 million of specialcharges for severance costs and related benefits.  These charges included $4.4 million relatedto Jostens Scholastic, $0.8 million related to Jostens Yearbook, $1.5 millionrelated to Marketing and Publishing Services and $0.5 million related toEducational Textbook.  Headcountreductions associated with these activities were 53 for Jostens Scholastic, 10for Jostens Yearbook, and 66 employees for Marketing and Publishing Servicesand Educational Textbook.

Restructuringaccruals of $1.8 million, $5.1 million and $3.3 million as of September 30,2006, October 1, 2005 and December 31, 2005, respectively, are included inother accrued liabilities in the condensed consolidated balance sheets.  The accruals as of December 31, 2005 includedamounts provided for severance related to reductions in corporate andadministrative employees from Jostens and the Marketing and Publishing Servicessegment.

On acumulative basis through September 30, 2006, the Company incurred $21.6 millionof employee severance costs related to initiatives during the period from 2004to September 30, 2006, which affected an aggregate of 577 employees. As ofSeptember 30, 2006, the Company had paid $19.8 million in cash related to theseinitiatives.

Changes in the restructuring accruals during thefirst nine months of 2006 were as follows:
| **In thousands**          | ** ** | **2006 Initiatives** | ** ** | **2005 Initiatives** | ** ** | **2004 Initiatives** | ** ** | **Total** | ** ** |
|--------------------------------|------------|---------------------------|------------|---------------------------|------------|---------------------------|------------|-----------|------------|
| Balance at  December 31, 2005  |       | $                         | —     |                      | $          | 1,257                     |       | $         | 2,027      |   | $ | 3,284 |   |
| Restructuring charges          |       | 1,459                     |       | —                    |       | —                    |       | 1,459     |       |
| Severance paid                 |       | (1,230                    | )          | (1,002                    | )          | (723                      | )          | (2,955    | )          |
| Balance at September  30, 2006 | ** ** | **$**                     | **229**    | ** **                | **$**      | **255**                   | ** ** | **$**     | **1,304**  | ** ** | **$** | **1,788** | ** ** |

 

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The Company expects theremaining severance related to the 2004, 2005 and 2006 initiatives to be paidduring 2007.

**5.   Acquisitions**

On September 8, 2006, anewly formed subsidiary of the Company acquired substantially all of the assetsand assumed certain liabilities of the Vertis, Inc. (“Vertis”) fragrancesampling business for approximately $40.6 million in cash, subject to certainworking capital adjustments.  Thebusiness will operate under the Arcade Marketing name.  The acquisition was a strategic step tocontinue to expand the Company’s Marketing and Publishing Services segmentwhich services the fragrance, cosmetic, personal care and other consumerproduct markets.  The results of theseoperations have been included in the Condensed Consolidated FinancialStatements since that date.

The acquisition wasaccounted for as a purchase in accordance with the provisions of SFAS No. 141, *Business Combinations* (“SFAS 141”).  The cost of the acquisition was allocated tothe tangible and intangible assets acquired and liabilities assumed based upontheir relative fair values as of the date of the acquisition.  The estimates utilized to determine thepurchase price allocation are subject to change due to certain working capitaladjustments.

The allocation of thepurchase price was as follows:
| In thousands              | ** ** | ** ** | ** ** |
|--------------------------------|------------|------------|------------|
| Current assets                 |       | $          | 9,809      |   |
| Property, plant  and equipment |       | 336        |       |
| Intangible  assets             |       | 21,200     |       |
| Goodwill                       |       | 11,289     |       |
| Current  liabilities           |       | (2,033     | )          |
|                           | ** ** | **$**      | **40,601** | ** ** |

In connection with the purchase accounting related to the acquisition ofthe Vertis fragrance sampling business, the intangible assets and goodwillapproximated $32.5 million, which consisted of:
| In thousands       | ** ** | ** ** | ** ** |
|-------------------------|------------|------------|------------|
| Customer  relationships |       | $          | 4,200      |   |
| Restrictive  covenants  |       | 17,000     |       |
| Goodwill                |       | 11,289     |       |
|                    | ** ** | **$**      | **32,489** | ** ** |

The Company continues to maintain strong relationships with thesignificant customers acquired in this acquisition.   As such, $4.2 million of the purchase pricewas allocated to customer relationships and will be amortized over a 15-yearperiod. The amounts ascribed to the restrictive covenants of $17.0 millionrelate to the restrictive covenant agreement between the Company and Vertis inconnection with the acquisition.  Therestrictive covenants will be amortized over the life of the agreement, whichis 10 years.

The results of operationsfrom this acquisition are reported as part of the Marketing and PublishingServices business segment, and as such, all of its goodwill will be included inthat segment.   All of the goodwill willbe fully amortizable for tax purposes.

On June 16, 2006, theCompany acquired substantially all of the assets and assumed certainliabilities of the Dixon Web operation of the Sleepeck Printing Company, aprovider of innovative marketing services located in Dixon, Illinois, forapproximately $12.5 million in cash.  Atthe time of the acquisition, the name of the business was

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changed to Dixon Direct Corp. (“Dixon”).  The results of Dixon’s operations have beenincluded in the consolidated financial statements since that date.  The acquisition, combined with targetedcapital expenditures to be made at the Dixon facility, are expected tosignificantly expand Visant’s marketing services capacity and productioncapabilities.

The acquisition wasaccounted for as a purchase in accordance with the provisions of SFAS 141.  The cost of the acquisition was allocated tothe tangible and intangible assets acquired and liabilities assumed based upontheir relative fair values as of the date of the acquisition.  The estimates utilized to determine thepurchase price allocation are subject to change due to certain working capitaladjustments.

The allocation of thepurchase price was as follows:
| **In thousands**          | ** ** | ** ** | ** ** |
|--------------------------------|------------|------------|------------|
| Current assets                 |       | $          | 3,988      |   |
| Property, plant  and equipment |       | 9,600      |       |
| Goodwill                       |       | 2,071      |       |
| Current  liabilities           |       | (3,012     | )          |
| Other  non-current liabilities |       | (191       | )          |
|                           | ** ** | **$**      | **12,456** | ** ** |

Dixon is reported as part of the Marketing and Publishing Servicesbusiness segment, and as such, all of its goodwill will be included in thatsegment. All of the goodwill will be fully amortizable for tax purposes.

These acquisitions bothindividually and in the aggregate, were not material to the Company’soperations, financial position or cash flows.

**6.   Discontinued Operations**

Duringthe second quarter of 2006, the Company consummated the sale of its JostensPhotography businesses, which previously comprised a reportable segment. The sale closed on June 30, 2006 with theCompany recognizing net proceeds of $64.1 million. Accordingly, thissegment has been reported as discontinued operations for all periods presented.

Included in the net loss from discontinued operations inthe condensed consolidated statements of operations are the following:
| ** **                                         | ** ** | **Three months ended** | ** ** | **Nine months ended** | ** ** |
|----------------------------------------------------|------------|----------------------------------|------------|---------------------------------|------------|
| ** **                                         | ** ** | **September 30,**           | ** ** | **October 1,**             | ** ** | **September 30,** | ** ** | **October 1,** | ** ** |
| **In thousands**                              | ** ** | **2006**                         | ** ** | **2005**                        | ** ** | **2006** | ** ** | **2005** | ** ** |
| Net sales from  discontinued operations            |       | $                                | —     |                            | $          | 11,133 |   | $ | 21,649 |   | $ | 32,251 |   |
|                                               |       |                             |       |                            |       |   |   |   |   |
| Pretax loss from  discontinued operations          |       | (263                             | )          | $                               | (504       | ) | (8,743 | ) | $ | (6,519 | ) |
| Income tax  benefit from discontinued operations   |       | 94                               |       | 52                              |       | 3,358 |   | 2,145 |   |
| Net operating  loss from discontinued operations   |       | (169                             | )          | (452                            | )          | (5,385 | ) | (4,374 | ) |
| Loss on sale of  segment, net of tax               |       | (460                             | )          | —                          |       | (659 | ) | — |   |
| **Loss from discontinued  operations, net of tax** | ** ** | **$**                            | **(629**   | **)**                           | **$**      | **(452** | **)** | **$** | **(6,044** | **)** | **$** | **(4,374** | **)** |

Included in loss on sale of segment is tax expense of$6.2 million arising from the taxable gain on the transaction.

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The Jostens Photography segment has been classifiedseparately in the condensed consolidated balance sheets as discontinuedoperations. The major classes of assets and liabilities of the discontinuedoperations are summarized as follows:
| ** **                                                | ** ** | **September 30,** | ** ** | **October 1,** | ** ** | **December 31,** | ** ** |
|-----------------------------------------------------------|------------|------------------------|------------|---------------------|------------|-----------------------|------------|
| **In thousands**                                     | ** ** | **2006**               | ** ** | **2005**            | ** ** | **2005**              | ** ** |
|                                                      |       |                   |       |                |       |                  |       |
| **Assets:**                                               | ** ** | ** **             | ** ** | ** **          | ** ** | ** **            | ** ** |
| Accounts receivable, net                                  |       | $                      | 39         |                | $          | 619                   |       | $ | 598 |   |
| Inventories, net                                          |       | —                 |       | 3,180               |       | 1,820                 |       |
| Salespersons overdrafts                                   |       | —                 |       | 6,330               |       | 5,878                 |       |
| Prepaid expenses and other current assets                 |       | 50                     |       | 256                 |       | 199                   |       |
| **Total current assets of discontinued operations**       |       | 89                     |       | 10,385              |       | 8,495                 |       |
|                                                      |       |                   |       |                |       |                  |       |
| Property, plant and equipment, net                        |       | —                 |       | 5,062               |       | 4,931                 |       |
| Goodwill                                                  |       | —                 |       | 25,017              |       | 25,017                |       |
| Intangibles, net                                          |       | —                 |       | 22,014              |       | 21,828                |       |
| **Total assets of discontinued operations**               | ** ** | **$**                  | **89**     | ** **          | **$**      | **62,478**            | ** ** | **$** | **60,271** | ** ** |
|                                                      |       |                   |       |                |       |                  |       |
| **Liabilities:**                                          | ** ** | ** **             | ** ** | ** **          | ** ** | ** **            | ** ** |
| Accounts payable                                          |       | $                      | 82         |                | $          | 1,499                 |       | $ | 1,947 |   |
| Accrued employee compensation and related taxes           |       | —                 |       | 2,424               |       | 1,610                 |       |
| Commissions payable                                       |       | —                 |       | 432                 |       | 1,640                 |       |
| Customer deposits                                         |       | —                 |       | 5,338               |       | 1,865                 |       |
| Other accrued liabilities                                 |       | 5,204                  |       | 2,191               |       | 5,343                 |       |
| **Total current liabilities of discontinued  operations** |       | 5,286                  |       | 11,884              |       | 12,405                |       |
|                                                      |       |                   |       |                |       |                  |       |
| Other noncurrent liabilities                              |       | 150                    |       | 7,906               |       | 7,761                 |       |
| **Total  liabilities of discontinued operations**         | ** ** | **$**                  | **5,436**  | ** **          | **$**      | **19,790**            | ** ** | **$** | **20,166** | ** ** |

In addition, $1.7 million oftransition benefits relating to the Jostens Recognition business, which wasdiscontinued in 2001, are included in “current liabilities of discontinuedoperations” in the condensed consolidated balance sheet for all periodspresented.  Transition benefits willcontinue to be paid through the period of statutory obligations.

**7.    Comprehensive (Loss) Income**

The following amounts were included in determining comprehensive (loss)income for Holdings as of the dates indicated:
| ** **                                   | ** ** | **Three months ended** | ** ** | **Nine months ended** | ** ** |
|----------------------------------------------|------------|----------------------------------|------------|---------------------------------|------------|
| ** **                                   | ** ** | **September 30,**           | ** ** | **October 1,**             | ** ** | **September 30,** | ** ** | **October 1,** | ** ** |
| **In thousands**                        | ** ** | **2006**                         | ** ** | **2005**                        | ** ** | **2006** | ** ** | **2005** | ** ** |
| Net (loss)  income                           |       | $                                | (12,046    | )                               | $          | (11,378 | ) | $ | 48,582 |   | $ | 31,619 |   |
| Change in  cumulative translation adjustment |       | 4                                |       | 162                             |       | 252 |   | (358 | ) |
| Comprehensive (loss)  income                 |       | $                                | (12,042    | )                               | $          | (11,216 | ) | $ | 48,834 |   | $ | 31,261 |   |

The following amounts wereincluded in determining comprehensive (loss) income for Visant as of the datesindicated:

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| ** **                                   | ** ** | **Three months ended** | ** ** | **Nine months ended** | ** ** |
|----------------------------------------------|------------|----------------------------------|------------|---------------------------------|------------|
| ** **                                   | ** ** | **September 30,**           | ** ** | **October 1,**             | ** ** | **September 30,** | ** ** | **October 1,** | ** ** |
| **In thousands**                        | ** ** | **2006**                         | ** ** | **2005**                        | ** ** | **2006** | ** ** | **2005** | ** ** |
| Net (loss)  income                           |       | $                                | (4,276     | )                               | $          | (8,642 | ) | $ | 68,203 |   | $ | 40,244 |   |
| Change in  cumulative translation adjustment |       | 4                                |       | 162                             |       | 252 |   | (358 | ) |
| Comprehensive (loss)  income                 |       | $                                | (4,272     | )                               | $          | (8,480 | ) | $ | 68,455 |   | $ | 39,886 |   |

**8.    Accounts Receivable and Inventories**

Accountsreceivable, net, was comprised of the following:
| ** **                       | ** ** | **September 30,** | ** **  | **October 1,** | ** ** | **December 31,** | ** ** |
|----------------------------------|------------|------------------------|-------------|---------------------|------------|-----------------------|------------|
| **In thousands**            | ** ** | **2006**               | ** **  | **2005**            | ** ** | **2005**              | ** ** |
| Trade  receivables               |       | $                      | 198,058     |                | $          | 184,154               |       | $ | 174,085 |   |
| Allowance for  doubtful accounts |       | (3,894                 | )           | (4,110              | )          | (4,409                | )          |
| Allowance for  sales returns     |       | (4,236                 | )           | (4,860              | )          | (5,934                | )          |
| Accounts receivable,  net        | ** ** | **$**                  | **189,928** | ** **          | **$**      | **175,184**           | ** ** | **$** | **163,742** | ** ** |

Net inventories werecomprised of the following:
| ** **                  | ** ** | **September 30,** | ** **  | **October 1,** | ** ** | **December 31,** | ** ** |
|-----------------------------|------------|------------------------|-------------|---------------------|------------|-----------------------|------------|
| **In thousands**       | ** ** | **2006**               | ** **  | **2005**            | ** ** | **2005**              | ** ** |
| Raw materials  and supplies |       | $                      | 55,566      |                | $          | 56,255                |       | $ | 53,263 |   |
| Work-in-process             |       | 34,625                 |        | 38,620              |       | 50,540                |       |
| Finished goods              |       | 30,211                 |        | 24,405              |       | 27,061                |       |
|                        |       | 120,402                |        | 119,280             |       | 130,864               |       |
| LIFO reserve                |       | (1,902                 | )           | (2,172              | )          | (1,902                | )          |
| Inventories, net            | ** ** | **$**                  | **118,500** | ** **          | **$**      | **117,108**           | ** ** | **$** | **128,962** | ** ** |

***Precious MetalsConsignment Arrangement***

The Company has aprecious metals consignment arrangement with a major financial institutionwhereby it currently has the ability to obtain up to $32.5 million in consignedinventory.  As required by the terms of the consignment agreement, theCompany does not take title to consigned inventory until payment. Accordingly, the Company does not include the value of consigned inventory orthe corresponding liability in its financial statements.  The value of consignedinventory at September 30, 2006, October 1, 2005 and December 31, 2005, was$19.2 million, $19.8 million and $26.1 million, respectively.  The consignment agreement does not have astated term, and therefore it can be terminated by either party upon 60 dayswritten notice.  Additionally, theCompany expensed consignment fees related to this facility of $0.2 million and$0.1 million for the three months ended September 30, 2006 and October 1, 2005,respectively, and $0.6 million and $0.3 million for the nine months endedSeptember 30, 2006 and October 1, 2005, respectively.

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**9.   Goodwill and Other Intangible Assets, net**

The changes in thecarrying amount of goodwill were as follows:
| ** **                           | ** ** | **Nine months ended** | ** **    | **Year ended** | ** ** |
|--------------------------------------|------------|---------------------------------|---------------|---------------------|------------|
| ** **                           | ** ** | **September 30,**          | ** **    | **October 1,** | ** ** | **December 31,** | ** ** |
| **In thousands**                | ** ** | **2006**                        | ** **    | **2005**            | ** ** | **2005** | ** ** |
| Balance at  beginning of period      |       | $                               | 1,083,384     |                | $          | 1,083,428 |   | $ | 1,083,428 |   |
| Goodwill  acquired during the period |       | 13,360                          |          | 23                  |       | 23 |   |
| Reduction in  goodwill               |       | (4,704                          | )             | —              |       | — |   |
| Purchase price  adjustments          |       | —                          |          | (113                | )          | (113 | ) |
| Currency  translation                |       | 33                              |          | 31                  |       | 46 |   |
| Balance at end of  period            | ** ** | **$**                           | **1,092,073** | ** **          | **$**      | **1,083,369** | ** ** | **$** | **1,083,384** | ** ** |

Goodwill of $13.4 million acquired during the ninemonths ended September 30, 2006 relates to the acquisitions of the Dixon Directbusiness and the Vertis fragrance sampling business, which are included in theMarketing and Publishing Services reporting segment.  The reduction in goodwill of $4.7 million forthe nine months ended September 30, 2006 was attributable to the resolution ofan income tax uncertainty that arose in connection with a purchase businesscombination completed by Jostens in May of 2000.  The goodwill reduction was allocated to theJostens Scholastic and Jostens Yearbook reporting segments in the amounts of$2.0 million and $2.7 million, respectively.

As of September30, 2006, goodwill had been allocated to reporting segments as follows:
| **In thousands**              | ** ** | ** ** | ** **    |
|------------------------------------|------------|------------|---------------|
| Jostens  Scholastic                |       | $          | 295,669       |   |
| Jostens Yearbook                   |       | 391,932    |          |
| Marketing and  Publishing Services |       | 292,088    |          |
| Educational  Textbook              |       | 112,384    |          |
|                               | ** ** | **$**      | **1,092,073** | ** ** |

Information regarding other intangible assets, netas of the dates indicated, is as follows:
| ** **                      | ** ** | ** **           | ** ** | **September 30, 2006** | ** **  | **October 1, 2005** | ** ** | **December 31, 2005** | ** ** |
|---------------------------------|------------|----------------------|------------|----------------------------------|-------------|-------------------------------|------------|---------------------------------|------------|
| ** **                      | ** ** | ** **           | ** ** | **Gross**                        | ** **  | ** **                    | ** ** | ** **                      | ** ** | **Gross** | ** ** | ** ** | ** ** | ** ** | ** ** | **Gross** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                      | ** ** | **Estimated**        | ** ** | **carrying**                     | ** **  | **Accumulated**               | ** ** | ** **                      | ** ** | **carrying** | ** ** | **Accumulated** | ** ** | ** ** | ** ** | **carrying** | ** ** | **Accumulated** | ** ** | ** ** | ** ** |
| **In thousands**           | ** ** | **useful life** | ** ** | **amount**                       | ** **  | **amortization**              | ** ** | **Net**                         | ** ** | **amount** | ** ** | **amortization** | ** ** | **Net** | ** ** | **amount** | ** ** | **amortization** | ** ** | **Net** | ** ** |
| School  relationships           |       | 10  years            |       | $                                | 330,000     |                          | $          | (104,943                        | )          | $ | 225,057 |   | $ | 330,000 |   | $ | (72,069 | ) | $ | 257,931 |   | $ | 330,000 |   | $ | (80,288 | ) | $ | 249,712 |   |
| Internally  developed software  |       | 2 to  5 years        |       | 12,200                           |        | (9,950                        | )          | 2,250                           |       | 12,200 |   | (7,386 | ) | 4,814 |   | 12,200 |   | (8,055 | ) | 4,145 |   |
| Patented/unpatented  technology |       | 3  years             |       | 19,752                           |        | (14,908                       | )          | 4,844                           |       | 19,695 |   | (11,090 | ) | 8,605 |   | 19,752 |   | (12,201 | ) | 7,551 |   |
| Customer  relationships         |       | 4 to  40 years       |       | 36,459                           |        | (9,608                        | )          | 26,851                          |       | 33,509 |   | (7,894 | ) | 25,615 |   | 31,759 |   | (8,178 | ) | 23,581 |   |
| Other                           |       | 3  years             |       | 60,329                           |        | (22,091                       | )          | 38,238                          |       | 17,619 |   | (8,018 | ) | 9,601 |   | 39,717 |   | (13,975 | ) | 25,742 |   |
|                            |       |                 |       | 458,740                          |        | (161,500                      | )          | 297,240                         |       | 413,023 |   | (106,457 | ) | 306,566 |   | 433,428 |   | (122,697 | ) | 310,731 |   |
| Trademarks                      |       | Indefinite           |       | 244,180                          |        | —                        |       | 244,180                         |       | 244,180 |   | — |   | 244,180 |   | 244,180 |   | — |   | 244,180 |   |
|                            | ** ** | ** **           | ** ** | **$**                            | **702,920** | ** **                    | **$**      | **(161,500**                    | **)**      | **$** | **541,420** | ** ** | **$** | **657,203** | ** ** | **$** | **(106,457** | **)** | **$** | **550,746** | ** ** | **$** | **677,608** | ** ** | **$** | **(122,697** | **)** | **$** | **554,911** | ** ** |

Amortizationexpense related to other intangible assets was $12.1 million and $11.5 millionfor the three months ended September 30, 2006 and October 1, 2005,respectively.  For the nine months ended September 30, 2006 and October 1,2005, amortization expense related to other intangible assets was $37.7 and$34.7 million, respectively.

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Based on intangible assets in service as of September 30, 2006, estimatedamortization expense for the remainder of 2006 and each of the five succeedingfiscal years is $11.9 million, $46.6 million, $44.2 million, $39.4 million,$38.8 million and $37.4 million, respectively.

**10.    Long-Term Debt**

Long-term debt consists of the following:
| ** **                                                                                                                                                                                                                                                                                                                                           | ** ** | **September 30,** | ** **    | **October 1,** | ** ** | **December 31,** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------|---------------|---------------------|------------|-----------------------|------------|
| **In thousands**                                                                                                                                                                                                                                                                                                                                | ** ** | **2006**               | ** **    | **2005**            | ** ** | **2005**              | ** ** |
| **Holdings:**                                                                                                                                                                                                                                                                                                                                        | ** ** | ** **             | ** **    | ** **          | ** ** | ** **            | ** ** |
| Senior discount notes, 10.25% fixed rate, net of  discount of $48,059 at September 30, 2006, $66,993 at October 1, 2005 and  $62,454 at December 31, 2005, with semi-annual interest accretion through  December 1, 2008, thereafter semi-annual interest payments of $12.7 million,  accreted principal due and payable at maturity - December 2013 |       | $                      | 199,141       |                | $          | 180,207               |       | $ | 184,746 |   |
| Senior notes, 8.75% fixed rate, with semi-annual  interest payments of $15.3 million, principal due and payable at maturity - December  2013                                                                                                                                                                                                         |       | 350,000                |          | —              |       | —                |       |
| **Visant:**                                                                                                                                                                                                                                                                                                                                          | * *   | * *               | * *      | * *            | * *   | * *              | * *   |
| Borrowings under our senior secured credit facility:                                                                                                                                                                                                                                                                                                 |       |                   |          |                |       |                  |       |
| Term Loan A, variable rate, 6.00% at October 1,  2005, paid in full at December 31, 2005                                                                                                                                                                                                                                                             |       | —                 |          | 90,000              |       | —                |       |
| Term Loan C, variable rate, 7.07% at September 30,  2006, 5.94% at October 1, 2005 and 6.78% at December 31, 2005, with  semi-annual principal and interest payments through October 1, 2011                                                                                                                                               |       | 716,500                |          | 826,500             |       | 816,500               |       |
| Senior subordinated notes, 7.625% fixed rate, with semi-annual  interest payments of $19.1 million, principal due and payable at maturity -  October 2012                                                                                                                                                                                            |       | 500,000                |          | 500,000             |       | 500,000               |       |
|                                                                                                                                                                                                                                                                                                                                                 | ** ** | **1,765,641**          | ** **    | **1,596,707**       | ** ** | **1,501,246**         | ** ** |
| Less current portion                                                                                                                                                                                                                                                                                                                                 |       | —                 |          | —              |       | —                |       |
| ** **                                                                                                                                                                                                                                                                                                                                           | ** ** | **$**                  | **1,765,641** | ** **          | **$**      | **1,596,707**         | ** ** | **$** | **1,501,246** | ** ** |

Inconnection with the Transactions, Visant entered into senior secured creditfacilities, providing for an aggregate amount of $1,270 million, including a $250 millionrevolving credit facility, and issued$500 million aggregate principal amount of 7.625% senior subordinatednotes.   Also in connection with the Transactions,Jostens, Von Hoffmann and Arcade repaid their existing indebtedness having anaggregate face value of $1,392.6 million, including the redemption value ofcertain remaining redeemable preferred stock.

Visant’sobligations under the senior secured credit facilities are unconditionally andirrevocably guaranteed jointly and severally by Visant Secondary HoldingsCorp., a direct wholly-owned subsidiary of Holdings and the direct parent ofVisant, and by Visant’s material current and future domestic subsidiaries.  The obligations of Visant’s principalCanadian operating subsidiary under the senior secured credit facilities areunconditionally and irrevocably guaranteed jointly and severally by VisantSecondary Holdings Corp., Visant, Visant’s material current and future domesticsubsidiaries and Visant’s other current and future Canadian subsidiaries.  Visant’s obligations under the senior securedcredit facilities, and the guarantees of those obligations, are secured bysubstantially all of Visant’s assets and substantially all of the assets ofVisant Secondary Holdings Corp. and Visant’s material current and futuredomestic subsidiaries, including but not limited to:

16

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·            all ofVisant’s capital stock and the capital stock of each of Visant’s existing andfuture direct and indirect subsidiaries, except that with respect to foreignsubsidiaries such lien and pledge is limited to 65% of the capital stock of “first-tier”foreign subsidiaries; and

·            substantiallyall of Visant’s material existing and future domestic subsidiaries’ tangibleand intangible assets.

The obligations ofJostens Canada Ltd. under the senior secured credit facilities, and theguarantees of those obligations, are secured by the collateral referred to inthe prior paragraph and substantially all of the tangible and intangible assetsof Jostens Canada Ltd. and each of Visant’s other current and future Canadiansubsidiaries.

Amounts borrowed under the term loan facilitiesthat are repaid or prepaid may not be reborrowed.  Visant’s senior secured facilities allow us,subject to certain conditions, to incur additional term loans under the termloan C facility, or under a new term facility, in either case in an aggregateprincipal amount of up to $300 million, which additional term loans will havethe same security and guarantees as the term A and C loan facilities.

The senior secured credit facilities require Visant tomeet a maximum total leverage ratio, a minimum interest coverage ratio and amaximum capital expenditures limitation. In addition, the senior secured credit facilities contain certainrestrictive covenants which will, among other things, limit Visant’s and itssubsidiaries’ ability to incur additional indebtedness, pay dividends, prepaysubordinated debt, make investments, merge or consolidate, change the business,amend the terms of Visant’s subordinated debt and engage in certain otheractivities customarily restricted in such agreements.  It also contains certain customary events ofdefault, subject to grace periods, as appropriate.

The dividendrestrictions under the Visant senior secured credit facilities apply only toVisant and Visant Secondary Holdings Corp., and essentially prohibit alldividends other than (1) for dividends paid on or after April 30, 2009 and usedby Holdings to make regularly-scheduled cash interest payments on its seniordiscount notes, subject to compliance with the interest coverage covenant aftergiving effect to such dividends, (2) for other dividends so long as the amountthereof does not exceed $50 million plus an additional amount based on Visant’snet income and the amount of any capital contributions received by Visant afterOctober 4, 2005 and (3) pursuant to other customary exceptions, includingredemptions of stock made with other, substantially similar stock or withproceeds of concurrent issuances of substantially similar stock.

The indentures governingVisant’s senior subordinated notes and Holdings’ senior discount notes andsenior notes also contain numerous covenants including, among other things,restrictions on the ability to:  incur orguarantee additional indebtedness or issue disqualified or preferred stock; paydividends or make other equity distributions; repurchase or redeem capitalstock; make investments or other restricted payments; sell assets orconsolidate or merge with or into other companies; create limitations on theability of restricted subsidiaries to make dividends or distributions to itsparent company; engage in transactions with affiliates; and create liens.

Visant’s senior subordinated notes areguaranteed, jointly and severally, on a senior subordinated unsecured basis, byeach of Visant’s material current and future domestic subsidiaries. Theindenture governing Visant’s senior subordinated notes restricts Visant and itsrestricted subsidiaries from paying dividends or making any other distributionson account of Visant’s or any restricted subsidiary’s equity interests(including any dividend or distribution payable in connection with any mergeror consolidation) other than (1) dividends or distributions by Visant payablein equity interests of Visant or in options, warrants or other rights topurchase equity interests or (2) dividends or distributions by a restrictedsubsidiary, subject to certain exceptions.

The indentures governingHoldings’ senior discount notes and senior notes restrict Holdings and itsrestricted subsidiaries from declaring or paying dividends or making any otherdistribution (including any payment by Holdings or any restricted subsidiary ofHoldings in connection with any merger or consolidation involving Holdings orany of its restricted subsidiaries) on account of Holdings’ or any of itsrestricted subsidiaries’ equity interests (other than dividends or distributionspayable in certain equity interests and dividends payable to Holdings or anyrestricted subsidiary of Holdings), subject to certain exceptions.

17

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Visant’s senior securedcredit facilities and senior subordinated notes contain certain cross-defaultprovisions whereby a default under  othermaterial debt obligations would cause a default under the senior secured creditfacilities and the Visant senior subordinated notes.

Any failure tocomply with the covenants under the senior secured credit facilities wouldconstitute a default under the senior secured credit facilities, which couldresult in an acceleration of the loans and other obligations owing thereunder.  As of September 30, 2006, the Company was incompliance with all covenants under its material debt obligations.

At the end of the firstquarter of 2006, Holdings privately placed $350.0 million of 8.75% Senior Notesdue 2013, with settlement on April 4, 2006. As a result, on April 4, 2006, the Company received proceeds net of $9.3million of deferred financing costs.  Allnet proceeds from the offering were used to fund a dividend to stockholders ofHoldings, which was paid on April 4, 2006. The senior notes are unsecured and are not guaranteed by any of theCompany’s subsidiaries.  On October 10,2006 Holdings consummated the exchange offer for all outstanding notesprivately placed for an equal principal amount of registered notes.

During the second quarterended July 1, 2006, Visant transferred approximately $4.8 million of cash toHoldings to allow Holdings to make a scheduled interest payment related to the$350 million 8.75% Senior Notes due 2013.  This is reflected in Visant’scondensed consolidated balance sheet as a return of capital and presented inthe condensed consolidated statement of cash flows as a distribution tostockholder.  These amounts eliminate in consolidation and have no impacton Holdings’ condensed consolidated financial statements.

Duringthe third quarter ended September 30, 2006, Visant voluntarily prepaid $100.0million of its term loan under the senior secured credit facility, includingall originally scheduled principal payments due under its Term Loan C facilitythrough most of 2011.

As of September 30, 2006,there was $117.4 million outstanding in the form of short-term borrowings underthe senior secured credit facilities that relate to the domestic and Canadianrevolving line of credit, at a weighted average interest rate of 7.00%, and anadditional $15.7 million outstanding in the form of letters of credit, leaving$116.9 million available under the $250 million revolving credit facility.

**11.   Derivative Financial Instruments and HedgingActivities**

The Company’s involvement with derivative financial instruments islimited principally to managing well-defined interest rate, foreign currencyexchange, and commodities exposures. Forward foreign currency exchange contracts may be used to hedge theimpact of currency fluctuations primarily on inventory purchases denominated inEuros.  At September 30, 2006, there wereno contracts related to these activities outstanding.  The Company will also from time to time enterinto swap contracts to hedge against price fluctuations in natural gas.

**12.    Commitments and Contingencies**

The Company issubject to market risk associated with changes in the price of preciousmetals.  To mitigate the commodity pricerisk, the Company may from time to time enter into forward contracts topurchase gold, platinum and silver based upon the estimated ounces needed tosatisfy projected customer demand.  Thepurchase commitment at September 30, 2006 was $29.6 million with delivery datesoccurring through April 2007.  Theseforward purchase contracts are considered normal purchases and therefore notsubject to the requirements of SFAS No. 133, *Accountingfor Derivative Instruments and Hedging Activities*.  The fair market value of the open preciousmetal forward contracts at September 30, 2006 was $28.5 million, calculated byvaluing each contract at quoted futures prices.

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***Environmental***

The Company’s operationsare subject to a wide variety of federal, state, local and foreign laws andregulations governing emissions to air, discharges to waters, the generation,handling, storage, transportation, treatment and disposal of hazardoussubstances and other materials, and employee health and safety matters. Costsincurred to comply with such laws and regulations have become more stringentover time.

Also, as an owner andoperator of real property or a generator of hazardous substances, the Companymay be subject to environmental cleanup liability, regardless of fault, pursuantto the Comprehensive Environmental Response, Compensation and Liability Act oranalogous state laws, as well as to claims for harm to health or property orfor natural resource damages arising out of contamination or exposure tohazardous substances. Some of the Company’s current or past operations haveinvolved metalworking and plating, printing, and other activities that haveresulted in environmental conditions that have given rise to liabilities.

As part of itsenvironmental management program, the Company has been involved inenvironmental remediation on a property formerly owned and operated by Jostensfor jewelry manufacturing. Although Jostens no longer owns the site, Jostensmanaged the remediation project, which began in 2000. As of September 30, 2006,Jostens had made payments totaling $7.9 million for remediation at this site.During 2001, Jostens received reimbursement from its insurance carrier in theamount of $2.7 million, net of legal costs. In July 2006, the State of Illinois Environmental Protection Agencyissued a “No Further Remediation” letter with respect to this site.  The Company will have certain ongoingmonitoring obligations.  The Company doesnot expect the cost of such ongoing monitoring to be material.

While Jostens may have anadditional right of contribution or reimbursement under insurance policies,amounts recoverable from other entities with respect to a particular site arenot considered until recoveries are deemed probable.

***LegalProceedings***

In the matter of *Christian Pocino v.Jostens, Inc.,* the Court of Appeal of the State of Californiaaffirmed the trial court’s judgment in favor of Jostens in early May 2006.  The order became final at the beginning ofJuly 2006.

In communications with U.S. Customs and Border Protection(“Customs”), the Company learned of an alleged inaccuracy of the tariffclassification for certain of Jostens’ imports from Mexico. Jostens promptlyfiled with Customs a voluntary disclosure to limit its monetary exposure. Theeffect of these alleged tariff classification errors is that back duties andfees (or “loss of revenue”) may be owed on certain imports. Additionally,Customs may impose interest on the loss of revenue, if any is determined.Presently, no formal notice of, or demand for, any alleged loss of revenue hasbeen issued by Customs. A review of Jostens’ import practices has revealed thatduring the relevant period, Jostens’ merchandise qualified for duty-free tarifftreatment under the North American Free Trade Agreement (“NAFTA”), in whichcase there should be no loss of revenue or interest payment owed Customs.However, Customs’ allegations indicate that Jostens committed a technicaloversight in claiming the preferential tariff treatment. Through its priordisclosure to Customs, Jostens has addressed this technical oversight andasserted that the merchandise did in fact qualify for duty-free tarifftreatment under NAFTA and that there is no associated loss of revenue. Jostensis in the early stages of administrative review of this matter, and it is notclear what Customs’ position will be with respect to the alleged tariffclassification errors or that Jostens will not be foreclosed under statute frommaking post-entry NAFTA claims for the subject imports. Jostens intends tovigorously defend its position and has recorded no accrual for any potentialliability. However, there can be no assurance that Jostens will be successfulin its defense or that the disposition of this matter will not have a materialeffect on the business, financial condition and results of operations of theCompany.

The Company isalso a party to other litigation arising in the normal course of business. TheCompany regularly analyzes current information and, as necessary, providesaccruals for probable liabilities on the eventual disposition of these matters.The Company believes the effect on the business, financial condition andresults of operations, if any, for the disposition of these matters will not bematerial, however, there can be no assurance in this regard.

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**13.    Income Taxes**

The Company has provided income tax provisions basedon its best estimate of the consolidated effective tax rates applicable for theentire year.  The estimated consolidatedeffective tax rates for continuing operations for the nine months endedSeptember 30, 2006 were 39.5% and 38.6% for Holdings and Visant,respectively.  These rates were lowerthan the effective rates of 40.0% and 39.0%, respectively, used for the Company’sfirst six months due to more favorable estimates of the effects of permanentdifferences between income reported in the financial statements and taxableincome.

During the nine-month period ended September 30, 2006,the effective tax rates for continuing operations were 37.7% and 37.2% forHoldings and Visant, respectively, as a result of applying the estimatedconsolidated effective tax rates and giving effect to certain tax provisionadjustments apart from the estimate of the Company’s annual effective taxrate.  Those tax provision adjustmentsincluded a reduction of the deferred tax valuation allowance by $0.6 millionduring the first quarter of 2006 and a $1.0 million reduction of income taxexpense during the third quarter of 2006 due primarily to the utilization inthe 2005 tax return of capital loss carryforward deductions that had beenpreviously reserved.   For the comparablenine-month period ended October 1, 2005, the effective income tax rates for continuingoperations for Holdings and Visant were 39.0% and 38.5%, respectively.

During the quarter ended September 30, 2006, theCompany made adjustments to its income tax provision to reflect the tax effectof permanent differences based on the 2005 tax return as filed.  As a result of those adjustments, the Companyrecorded additional income tax expense of $0.5 million attributable to the saleof Jostens Photography businesses and a tax benefit of $1.0 million in its taxprovision for results from continuing operations.

During the nine months ended September 30, 2006, theCompany reduced its deferred tax valuation allowance and its income tax expenseby $1.6 million attributable to capital loss carryforward deductions affectingcontinuing operations and $5.2 million affecting discontinued operations.  As a result of the sale of JostensPhotography businesses, the Company estimates that $4.6 million of tax benefitattributable to foreign tax credit carryforwards will be realized and $0.6million of tax benefit attributable to capital loss carryforwards will berealized.

For the three-month period ended September 30, 2006,the effective rates of tax benefit for continuing operations were 46.7% and56.6% for Holdings and Visant, respectively, compared with 46.3% and 47.8% forthe comparable prior year period.  Therate of tax benefit for both the third quarters of 2006 and 2005 was greaterthan the federal statutory rate of tax due to the favorable effects of reducingthe nine-month estimated annual consolidated effective tax rates in the thirdquarter that traditionally reports a seasonal loss.  For the third quarter of 2006 the change ineffective tax rate was favorably affected by adjustments required as a resultof filing the Company’s 2005 income tax return. For the third quarter of 2005, the change in effective tax rate wasfavorably affected by the anticipated repatriation of foreign earnings.

During April 2006, Holdings was notified by theInternal Revenue Service that the congressional Joint Committee on Taxation hadapproved a claim for refund by Jostens for the taxable years 2000 and 2001. TheCompany received a Federal refund of approximately $7.6 million, including $1.2million of interest, during the second quarter of 2006. A substantial portionof the tax refund represents a reduction of goodwill.  The reduction of goodwill for the nine monthsended September 30, 2006 of $4.7 million was attributable to the resolution ofan income tax uncertainty that arose in connection with a purchase businesscombination completed by Jostens in May 2000.

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**14.  ** **Pension and OtherPostretirement Benefit Plans**

Net periodic benefit cost for pension and otherpostretirement benefit plans is presented below:
| ** **                               | ** ** | **Pension benefits**        | ** ** | **Postretirement benefits** | ** ** |
|------------------------------------------|------------|----------------------------------|------------|----------------------------------|------------|
| ** **                               | ** ** | **Three months ended** | ** ** | **Three months ended** | ** ** |
| ** **                               | ** ** | **September 30,**           | ** ** | **October 1,**              | ** ** | **September 30,** | ** ** | **October 1,** | ** ** |
| **In thousands**                    | ** ** | **2006**                         | ** ** | **2005**                         | ** ** | **2006** | ** ** | **2005** | ** ** |
| Service cost                             |       | $                                | 1,549      |                             | $          | 1,825 |   | $ | 5 |   | $ | 10 |   |
| Interest cost                            |       | 3,747                            |       | 3,711                            |       | 49 |   | 78 |   |
| Expected return  on plan assets          |       | (5,653                           | )          | (5,314                           | )          | — |   | — |   |
| Administrative  expenses                 |       | 102                              |       | 179                              |       | — |   | — |   |
| Amortization of  prior year service cost |       | (119                             | )          | 13                               |       | (46 | ) | — |   |
| Net periodic (benefit)  expense          | ** ** | **$**                            | **(374**   | **)**                            | **$**      | **414** | ** ** | **$** | **8** | ** ** | **$** | **88** | ** ** |

 
| ** **                               | ** ** | **Pension benefits**       | ** ** | **Postretirement benefits** | ** ** |
|------------------------------------------|------------|---------------------------------|------------|----------------------------------|------------|
| ** **                               | ** ** | **Nine months ended** | ** ** | **Nine months ended**  | ** ** |
| ** **                               | ** ** | **September 30,**          | ** ** | **October 1,**              | ** ** | **September 30,** | ** ** | **October 1,** | ** ** |
| **In thousands**                    | ** ** | **2006**                        | ** ** | **2005**                         | ** ** | **2006** | ** ** | **2005** | ** ** |
| Service cost                             |       | $                               | 4,647      |                             | $          | 5,475 |   | $ | 15 |   | $ | 30 |   |
| Interest cost                            |       | 11,241                          |       | 11,133                           |       | 146 |   | 234 |   |
| Expected return  on plan assets          |       | (16,959                         | )          | (15,942                          | )          | — |   | — |   |
| Administrative  expenses                 |       | 306                             |       | 537                              |       | — |   | — |   |
| Amortization of  prior year service cost |       | (356                            | )          | 39                               |       | (136 | ) | — |   |
| Net periodic (benefit)  expense          | ** ** | **$**                           | **(1,121** | **)**                            | **$**      | **1,242** | ** ** | **$** | **25** | ** ** | **$** | **264** | ** ** |

As of December 31, 2005, the Company did not expect tocontribute to its qualified pension plans in 2006 due to the funded status ofthe plans. This estimate has not changed as of September 30, 2006. For the ninemonths ended September 30, 2006, the Company did not make any contributions tothe qualified pension plans and contributed $1.5 million and $0.1 million toits nonqualified pension plans and postretirement welfare plans, respectively.

**15.     Stock-based Compensation**

The 2003 Stock Incentive Plan (the “2003 Plan”) wasapproved by the Board of Directors and effective as of October 30, 2003.The 2003 Plan permits us to grant key employees and certain other persons stockoptions and stock awards and provides for a total of 288,023 shares of commonstock for issuance of options and awards to employees of the Company and atotal of 10,000 shares of common stock for issuance of options and awards todirectors and other persons providing services to the Company. The maximumgrant to any one person must not exceed in the aggregate 70,400 shares. Optiongrants consist of “time options”, which vest and become exercisable in annualinstallments over the first five years following the date of grant and/or “performanceoptions”, which vest and become exercisable over the first five years followingthe date of grant at varying levels based on the achievement of certain EBITDAtargets, and in any event by the eighth anniversary of the date of grant. Uponthe occurrence of a “change in control” (as defined in the 2003 Plan), theunvested portion of any time option will immediately become vested andexercisable, and the vesting and exercisability of the unvested portion of anyperformance option may accelerate depending on the timing of the change ofcontrol and return on the equity investment by DLJMBP III in the Company asprovided under the 2003 Plan. The Transactions did not constitute a change ofcontrol under the 2003 Plan. Options issued under the 2003 Plan expire on thetenth anniversary of the grant date. The shares underlying the options aresubject to certain transfer and other restrictions set forth in theStockholders Agreement, dated July 29, 2003, by and among the Company andcertain holders of the capital stock of the Company.  We do not

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anticipate additionaloptions to be granted under the 2003 Plan. As of September 30, 2006, there were 52,512 options vested under the2003 Plan and 2,200 unvested and subject to vesting.

In connection with the Transactions, all options topurchase Von Hoffmann and Arcade common stock that were outstanding immediatelyprior to the Transactions were cancelled and extinguished. Consideration paid inrespect of the Von Hoffmann options was an amount equal to the differencebetween the per share Transaction consideration and the exercise price,resulting in an aggregate payment of approximately $5.4 million included in “transactioncosts” for 2004. No consideration was paid in respect of the Arcade options.

In connection with the closing of the Transactions, weestablished the 2004 Stock Option Plan (the “2004 Plan”), which permits us togrant key employees and certain other persons various equity-based awards,including stock options and restricted stock. The 2004 Plan, currently known asthe Third Amended and Restated 2004 Stock Option Plan for Key Employees ofVisant Holding Corp. and Subsidiaries, provides for issuance of a total of510,230 shares of Holdings Class A Common Stock. Under his employmentagreement, the Company’s Chief Executive Officer receives awards of stockoptions and restricted stock under the plan. Additional members of managementare eligible to receive equity-based awards. Option grants consist of “timeoptions”, which generally vest and become exercisable in annual installmentsover a five-year period from the date of grant, and/or “performance options”,which vest and become exercisable over the first five years following the dateof grant based upon the achievement of certain EBITDA and other performancetargets, and in any event by the eighth anniversary of the date of grant. Uponthe occurrence of a “change in control” (as defined in the 2004 Plan), theunvested portion of any time option will immediately become vested andexercisable, and the vesting and exercisability of the unvested portion of anyperformance option may accelerate if certain EBITDA or other performancemeasures have been satisfied. The option exercise period is determined at thetime of grant of the option but may not extend beyond the end of the calendaryear that is 10 calendar years after the date of the option is granted. Alloptions, restricted shares and any common stock for which such equity awards areexercised or with respect to which restrictions lapse are governed by amanagement stockholders’ agreement and sale participation agreement.  As of September 30, 2006, there were 77,999options vested under the 2004 Plan and 251,337 unvested and subject to vesting.

Prior to January 1, 2006, the Company applied theintrinsic method under Accounting Principles Board Opinion (“APB”) No. 25, *Accounting for Stock Issued to Employees*.  Since all options previously granted toemployees were “at the money”, no compensation cost was reflected in net income(loss).  For the quarter ended and ninemonths ended October 1, 2005, the Company’s pro forma net income (loss)incorporating the stock-based compensation expense provisions under SFAS No.123, *Share-based Payment,* would not have beenmaterially different than reported net income.

Effective January 1, 2006, the Company adopted SFASNo. 123R, which requires the recognition of compensation expense related to allequity awards based on the fair values of the awards at the grant date.  Prior to the adoption of SFAS No. 123R, theCompany used the minimum value method in its SFAS No. 123 pro forma disclosureand therefore applied the prospective transition method as of the effectivedate.  Under the prospective transitionmethod, the Company would recognize compensation expense for equity awardsgranted, modified and canceled subsequent to the date of adoption.

On April 4, 2006,the Company declared and paid a special cash dividend of $57.03 per share tothe common stockholders of Holdings.  Inconnection with the special cash dividend, on April 4, 2006, the exerciseprices of issued and outstanding options as of April 4, 2006 under the 2003Plan and the 2004 Plan were reduced by an amount equal to the dividend.  The 2003 and 2004 Plans and underlying stockoption agreements contain provisions that provide for anti-dilutive protectionin the case of certain extraordinary corporate transactions, such as thespecial dividend, and the incremental compensation cost, defined as thedifference in the fair value of the modified award immediately before and afterthe modification, was calculated as zero. As a result of the above modification, all stock option awardspreviously accounted for under APB No. 25 will be prospectively accounted forunder SFAS No. 123R.  Accordingly, noincremental compensation cost was recognized as a result of the modification.

 The Company had granted non-employee awards tocertain related parties, as disclosed in Note 17, *RelatedParty Transactions,*prior to January 1, 2006, for which compensationexpense has been recorded in 2006 and 2005.

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For the threemonth period ended September 30, 2006, the Company recognized totalcompensation expense related to stock options of less than $0.1 million whichis included in selling, general and administrative expenses.  For the nine-month period ended September 30,2006, the Company recognized total compensation expense related to stockoptions of $0.1 million.  As of September30, 2006, there was no unrecognized compensation cost related to nonvestedshare based compensation awards granted under the 2003 Plan and 2004 Plan stockplan, as upon modification and the application of the prospective method theshares were determined to have a historical value of zero.  During the three months and nine months endedSeptember 30, 2006, an insignificant amount of options had vested.

The following table summarizes stock option activityfor Holdings:
| Shares in thousands      | ** ** | **Shares** | ** ** | **Weighted -  average  exercise price** | ** ** |
|------------------------------------|------------|------------|------------|---------------------------------------------------|------------|
| Outstanding at  December 31, 2005  |       | 388        |       | $                                                 | 37.78      | * |
| Granted                            |       | —     |       | —                                            |       |
| Forfeited                          |       | (3         | )          | $                                                 | 39.07      |   |
| Cancelled                          |       | (1         | )          | $                                                 | 30.09      |   |
| Outstanding at  September 30, 2006 |       | 384        |       | $                                                 | 37.76      |   |
|                               |       |       |       |                                              |       |
| Exercisable at  September 30, 2006 |       | 131        |       | $                                                 | 35.40      |   |

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* Weightedaverage exercise price at December 31, 2005 has been adjusted to reflect thespecial dividend declared in April 2006.

The weighted average remaining contractual life ofoutstanding options at September 30, 2006 was approximately 8.3 years.

**16.   Business Segments**

TheCompany operates in four reportable segments. During the second quarter of2006, the Company consummated the sale of its Jostens Photography businesses,which previously comprised a reportable segment. Accordingly, this segment hasbeen reported as discontinued operations and as a result the number ofreportable segments reduced from five to four for all periods presented.  The four reportable segments consist of thefollowing:

*Jostens Scholastic* segmentprovides services related to the marketing, sale and production of class ringsand an array of graduation products.

*Jostens Yearbook* segment **provides services related to thepublication, marketing, sale and production of yearbooks.**

*Marketing and Publishing Services*segment produces multi-sensory and interactive advertising sampling systems,primarily for the fragrance, cosmetics and personal care markets, andinnovative, highly personalized products primarily targeted to the directmarketing sector.  The group alsoproduces testing and supplemental materials and related components foreducational publishers.

*Educational Textbook* segment,which does business under the Von Hoffmann name, produces four-color case-boundeducational textbooks.

The following table presents information of Holdingsby business segment:

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| ** **                           | ** **   | **Three months ended** | ** **   | **Nine months ended** | ** **   |
|--------------------------------------|--------------|----------------------------------|--------------|---------------------------------|--------------|
| ** **                           | ** **   | **September 30,**           | ** **   | **October 1,**             | ** **   | **September 30,** | ** ** | **October 1,** | ** ** |
| **In thousands**                | ** **   | **2006**                         | ** **   | **2005**                        | ** **   | **2006** | ** ** | **2005** | ** ** |
| ***Net  sales***                     | *** *** | *** ***                     | *** *** | *** ***                    | *** *** | *** *** | *** *** | *** *** | *** *** |
| Jostens  Scholastic                  |         | $                                | 34,081       |                            | $            | 34,352 |   | $ | 298,318 |   | $ | 297,546 |   |
| Jostens Yearbook                     |         | 70,665                           |         | 68,454                          |         | 333,299 |   | 320,692 |   |
| Marketing and  Publishing Services   |         | 144,091                          |         | 122,201                         |         | 386,430 |   | 361,610 |   |
| Educational  Textbook                |         | 41,458                           |         | 53,926                          |         | 130,555 |   | 154,312 |   |
| Inter-segment  eliminations          |         | (2,493                           | )            | (1,999                          | )            | (7,584 | ) | (6,705 | ) |
| ** **                           | ** **   | **$**                            | **287,802**  | ** **                      | **$**        | **276,934** | ** ** | **$** | **1,141,018** | ** ** | **$** | **1,127,455** | ** ** |
|                                 |         |                             |         |                            |         |   |   |   |   |
| ***Operating  income***              | *** *** | *** ***                     | *** *** | *** ***                    | *** *** | *** *** | *** *** | *** *** | *** *** |
| Jostens  Scholastic                  |         | $                                | (15,024      | )                               | (19,658      | ) | $ | 27,531 |   | 5,483 |   |
| Jostens Yearbook                     |         | 9,446                            |         | 7,401                           |         | 97,158 |   | 79,374 |   |
| Marketing and  Publishing Services   |         | 21,726                           |         | 18,776                          |         | 57,069 |   | 47,917 |   |
| Educational  Textbook                |         | 3,528                            |         | 4,987                           |         | 15,385 |   | 18,992 |   |
| ** **                           | ** **   | **$**                            | **19,676**   | ** **                      | **$**        | **11,506** | ** ** | **$** | **197,143** | ** ** | **$** | **151,766** | ** ** |
| ** **                           | ** **   | ** **                       | ** **   | ** **                      | ** **   | ** ** | ** ** | ** ** | ** ** |
| ***Depreciation  and amortization*** | *** *** | *** ***                     | *** *** | *** ***                    | *** *** | *** *** | *** *** | *** *** | *** *** |
| Jostens  Scholastic                  |         | $                                | 6,385        |                            | $            | 6,072 |   | $ | 20,369 |   | $ | 21,656 |   |
| Jostens Yearbook                     |         | 8,509                            |         | 8,098                           |         | 26,484 |   | 28,350 |   |
| Marketing and  Publishing Services   |         | 6,387                            |         | 6,102                           |         | 18,298 |   | 19,301 |   |
| Educational  Textbook                |         | 2,008                            |         | 1,826                           |         | 6,229 |   | 5,644 |   |
| ** **                           | ** **   | **$**                            | **23,289**   | ** **                      | **$**        | **22,098** | ** ** | **$** | **71,380** | ** ** | **$** | **74,951** | ** ** |

**17.    Related Party Transactions**

***Management Services Agreement***

In connection with the Transactions, theCompany entered into a management services agreement with the Sponsors pursuantto which the Sponsors agreed to provide certain structuring, consulting andmanagement advisory services. Under the agreement, the Sponsors receive anannual advisory fee of $3.0 million that is payable quarterly and whichincreases by 3% per year.  The Companypaid $0.8 million as advisory fees to the Sponsors for each of the three-monthperiods ended September 30, 2006 and October 1, 2005.  For the nine-month periods ended September30, 2006 and October 1, 2005, the Company paid $2.3 million as advisory fees tothe Sponsors.  The agreement alsoprovides for certain indemnification by the Company of the Sponsors and theiraffiliates, directors, officers and representatives.

***Other***

The Company retainedCapstone Consulting (“Capstone”) in 2004 to provide consulting services tocertain segments primarily to identify and advise on potential opportunities toimprove operating efficiencies. During the three months and nine months endedSeptember 30, 2006, Capstone did not provide consulting services to theCompany.  Although neither KKR nor anyentity affiliated with KKR owns any of the equity of Capstone, KKR has providedfinancing to Capstone. In March 2005, an affiliate of Capstone invested$1.3 million in the Company’s Class A Common Stock and was granted 13,527options to purchase Class A Common Stock under the 2004 Plan.

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**18.   Condensed Consolidating Guarantor Information**

As discussed inNote 10, *Long-Term Debt*, Visant’s obligationsunder the senior secured credit facilities and the 7.625% senior subordinatednotes are guaranteed by certain of its wholly-owned subsidiaries on a full,unconditional and joint and several basis. On June 30, 2006, the Company consummated the sale of its JostensPhotography businesses in Canada and the United States.  As a result, the remaining non-guarantorsubsidiaries under the senior secured facilities and 7.625% senior subordinatednotes are considered insignificant to the condensed consolidated financialstatements of Visant.

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ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except where otherwise indicated, management’s discussion and analysis offinancial condition and results of operations is provided with respect toHoldings, which has materially the same financial condition and results ofoperations as Visant.  This discussionand analysis should be read in conjunction with our condensed consolidatedfinancial statements and notes thereto.

**CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS**

This reportcontains forward-looking statements including, without limitation, statementsconcerning the conditions in our industry, expected cost savings, ouroperations, our economic performance and financial condition, including, inparticular, statements relating to our business and growth strategy and productdevelopment efforts. These forward-looking statements are not historical facts,but only predictions and generally can by identified by the use of statementsthat include such words as “may”, “might”, “should”, “estimate”, “project”, “plan”,“anticipate”, “expect”, “intend”, “outlook”, “believe” and other similar expressions that are intended toidentify forward-looking statements and information. These forward-lookingstatements are based on estimates and assumptions by our management that,although we believe to be reasonable, are inherently uncertain and subject to anumber of risks and uncertainties. These risks and uncertainties include,without limitation, those identified under Item 1A. *Risk Factors*included in our 2005 Annual Report on Form 10-K for the fiscal year endedDecember 31, 2005 and elsewhere in this report.

The following list represents some, butnot necessarily all, of the factors that could cause actual results to differfrom historical results or those anticipated or predicted by theseforward-looking statements:

·       oursubstantial indebtedness;

·       ourinability to implement our business strategy and achieve anticipated costsavings in a timely and effective manner;

·       competitionfrom other companies;

·       theseasonality of our businesses;

·       theloss of significant customers or customer relationships;

·       fluctuationsin raw material prices;

·       ourreliance on a limited number of suppliers;

·       ourreliance on numerous complex information systems;

·       thereliance of our businesses on limited production facilities;

·       theamount of capital expenditures required for our businesses;

·       labordisturbances;

·       environmentalregulations;

·       foreigncurrency fluctuations and foreign exchange rates;

·       theoutcome of litigation;

·       controlby our stockholders;

·       ourdependency on the sale of school textbooks;

·       thetextbook adoption cycle and levels of government funding for educationspending;

·       Jostens’reliance on independent sales representatives; and

·       thefailure of our sampling systems to comply with U.S. postal regulations.

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Wecaution you that the foregoing list of important factors is not exclusive. Inaddition, in light of these risks and uncertainties, the matters referred to inthe forward-looking statements contained in this report may not in fact occur.Forward-looking statements speak only as of the date they are made and weundertake no obligation to update publicly or revise any of them in light ofnew information, future events or otherwise, except as required by law.

**GENERAL**

Weare a leading marketing and publishing services enterprise servicing the schoolaffinity, direct marketing, fragrance and cosmetics sampling and educationalpublishing markets. We were formed through the October 2004 consolidationof Jostens, Von Hoffmann and Arcade.

Weoperate in four reportable segments. During the second quarter, we entered intodefinitive agreements to sell our Jostens Photography businesses, which previouslycomprised a reportable segment. Accordingly, this segment has been reported asdiscontinued operations and as a result the number of reportable segments hasbeen reduced from five to four for all periods presented.  The four reportable segments consist of thefollowing:

*Jostens Scholastic* segmentprovides services related to the marketing, sale and production of class ringsand an array of graduation products.

*Jostens Yearbook* segment **provides services related to thepublication, marketing, sale and production of yearbooks.**

*Marketing and Publishing Services*segment produces multi-sensory and interactive advertising sampling systems,primarily for the fragrance, cosmetics and personal care markets, andinnovative, highly personalized products primarily targeted to the directmarketing sector.  The group alsoproduces testing and supplemental materials and related components foreducational publishers.

*Educational Textbook* segment,which does business under the Von Hoffmann name, produces four-color case-boundeducational textbooks.

The price of gold has increased dramatically duringthe past year, and we expect the volatility in the price of gold to continue atleast through the balance of the year.  These higher gold prices haveimpacted, and could further impact, our operating expenses as well as the levelof spending by our customers in the Jostens Scholastic segment.

**TheTransactions**

OnOctober 4, 2004, an affiliate of KKR and affiliates of DLJ Merchant BankingPartners completed the Transactions which created a marketing and publishingservices enterprise, servicing the school affinity products, direct marketing,fragrance and cosmetics sampling and educational markets comprised of theoperations of Jostens, Von Hoffmann, The Lehigh Press, Inc. and Arcade.

Prior to the Transactions, Von Hoffmann and Arcade wereeach controlled by affiliates of DLJMBP II, and DLJMBP III ownedapproximately 82.5% of Holdings’ outstanding equity, with the remainder held byother co-investors and certain members of management.  Upon consummation of the Transactions, anaffiliate of KKR invested $256.1 million and was issued equity interestsrepresenting approximately 49.6% of the voting interest and 45.0% of theeconomic interest in Holdings, and affiliates of DLJMBP III held equityinterests representing approximately 41.0% of the voting interest and 45.0% ofthe economic interest, with the remainder held by other co-investors andcertain members of management.  Inconnection with the Transactions, approximately $175.6 million of the proceedswere distributed to certain shareholders, and certain treasury stock held byVon Hoffmann was redeemed.  After givingeffect to the issuance of equity to additional members of management, as ofOctober 30, 2006, affiliates of KKR and DLJMBP III held approximately 49.1% and41.0%, respectively, of the voting interests of Holdings, while each continuedto hold approximately 44.6% of the economic interests.  As of October 30, 2006, the otherco-investors held approximately 8.4% of the voting interest and 9.1% of theeconomic interests of Holdings, and members of management collectively heldapproximately 1.6% of the voting interest and approximately 1.7% of theeconomic interests.

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**CRITICALACCOUNTING POLICIES**

The preparation ofinterim financial statements involves the use of certain estimates that differfrom those used in the preparation of the annual financial statements, the mostsignificant of which relates to income taxes. For purposes of preparing our interim financial statements, we utilizean estimated annual effective tax rate based on estimates of the componentsthat impact the tax rate.  Thosecomponents are re-evaluated each interim period and, if changes in our estimatesare significant, we modify our estimate of the annual effective tax rate andmake any required adjustments in the interim period.

There have been nomaterial changes to our critical accounting policies and estimates as describedin Item 7 of our Annual Report on Form 10-K for the fiscal year ended December31, 2005.

**RecentAccounting Pronouncements**

In June 2006, theFinancial Accounting Standards Board (“FASB”) issued FASB Interpretation No.48, *Accounting for Uncertainty in Income Taxes*(“FIN 48”), which clarifies the accounting for uncertainty in income taxesrecognized in an enterprise’s financial statements in accordance with FASBStatement No. 109, Accounting for Income Taxes. FIN 48 requires applying a “more likely than not” threshold to therecognition and derecognition of tax positions. The new guidance will be effective for us on January 1, 2007.  We are currently studying the provisions ofFIN 48 to determine the impact, if any, on our financial statements.

In September 2006,the FASB issued SFAS No. 157, *Fair Value Measurements*(“SFAS No. 157”), that establishes a framework for measuring fair value andrequires enhanced disclosures about fair value measurements. SFAS No. 157requires companies to disclose the fair value of their financial instrumentsaccording to a fair value hierarchy as defined in the standard.  SFAS No. 157 is effective for financialstatements issued for fiscal years beginning after November 15, 2007, andinterim periods within those fiscal years. We are currently studying the provisions of SFAS No. 157 to determinethe impact, if any, on our financial statements.

In September 2006,the FASB issued SFAS No. 158, *Employers’ Accounting forDefined Benefit Pension and Other Postretirement Plans* (“SFAS No.158”).  SFAS No. 158 requires therecognition of the funded status of a benefit plan in the balance sheet; therecognition in other comprehensive income of gains or losses and prior servicecosts or credits arising during the period but which are not included ascomponents of periodic benefit cost; the measurement of defined benefit planassets and obligations as of the balance sheet date; and disclosure ofadditional information about the effects on periodic benefit cost for thefollowing fiscal year arising from delayed recognition in the current period.In addition, SFAS No. 158 amends SFAS No. 87, *Employers’Accounting for Pensions*, and SFAS No. 106, *Employers’Accounting for Postretirement Benefits Other Than Pensions*, toinclude guidance regarding selection of assumed discount rates for use inmeasuring the benefit obligation.  Thenew guidance will be effective for us the first fiscal year ending after June15, 2007.  We are currently studying theprovisions of SFAS No. 158 to determine the impact, if any, on our financialstatements.

In September 2006,the SEC Staff issued Staff Accounting Bulletin (“SAB”) 108, *Considering the Effects of Prior Year Misstatements when QuantifyingMisstatements in Current Year Financial Statements* (“SAB 108”), toclarify consideration of the effects of the prior year errors when quantifyingmisstatements in current year financial statements.  SAB 108 states that registrants shouldquantify errors using both a balance sheet approach and an income statementapproach when quantifying and evaluating the materiality of amisstatement.  The new guidance is applicableto annual financial statements for fiscal years ending after November 15, 2006.We are currently studying the provisions of SAB 108 to determine the impact, ifany, on our financial statements.

28

----

 

**RESULTSOF OPERATIONS**

**ThreeMonths Ended September 30, 2006 Compared to the Three Months Ended October 1,2005**

The followingtable sets forth selected information derived from Holdings’ condensedconsolidated statements of operations for the three-month periods endedSeptember 30, 2006 and October 1, 2005.
| ** **                                     | ** **   | **Three months ended** | ** **   | ** **          | ** **   | ** **        | ** **   |
|------------------------------------------------|--------------|----------------------------------|--------------|---------------------|--------------|-------------------|--------------|
| ** **                                     | ** **   | **September 30,**           | ** **   | **October 1,** | ** **   | ** **        | ** **   | ** ** | ** ** |
| **In thousands**                          | ** **   | **2006**                         | ** **   | **2005**            | ** **   | **$ Change** | ** **   | **% Change** | ** ** |
| Net sales                                      |         | $                                | 287,802      |                | $            | 276,934           |         | $ | 10,868 |   | 3.9 | % |
| Cost of products  sold                         |         | 185,975                          |         | 185,740             |         | 235               |         | 0.1 | % |
| Gross profit                                   |         | 101,827                          |         | 91,194              |         | 10,633            |         | 11.7 | % |
| *% of net sales*                               | *** *** | ***35.4***                       | ***%***      | ***32.9***          | ***%***      |              |         |   |   |
|                                           |         |                             |         |                |         |              |         |   |   |
| Selling and  administrative expenses           |         | 81,980                           |         | 80,803              |         | 1,177             |         | 1.5 | % |
| *% of net sales*                               | *** *** | ***28.5***                       | ***%***      | ***29.2***          | ***%***      | *** ***      | *** *** | *** *** | *** *** |
|                                           | *** *** | *** ***                     | *** *** | *** ***        | *** *** | *** ***      | *** *** | *** *** | *** *** |
| Gain on sale of  fixed assets                  |         | (784                             | )            | (3,725              | )            | 2,941             |         | NM |   |
| Special charges                                |         | 955                              |         | 2,610               |         | (1,655            | )            | NM |   |
| Operating income                               |         | 19,676                           |         | 11,506              |         | 8,170             |         | 71.0 | % |
| *% of net sales*                               | *** *** | ***6.8***                        | ***%***      | ***4.2***           | ***%***      | *** ***      | *** *** | *** *** | *** *** |
| *** ***                                   | *** *** | *** ***                     | *** *** | *** ***        | *** *** | *** ***      | *** *** | *** *** | *** *** |
| Interest  expense, net                         |         | 41,109                           |         | 31,852              |         | 9,257             |         | 29.1 | % |
| Loss before  income taxes                      |         | (21,433                          | )            | (20,346             | )            | (1,087            | )            |   |   |
| Benefit from  income taxes                     |         | (10,016                          | )            | (9,420              | )            | (596              | )            | 6.3 | % |
| Loss from continuing  operations               |         | (11,417                          | )            | (10,926             | )            | (491              | )            | 4.5 | % |
| Loss from  discontinued operations, net of tax |         | (629                             | )            | (452                | )            | (177              | )            | NM |   |
| Net loss                                       |         | $                                | (12,046      | )                   | $            | (11,378           | )            | $ | (668 | ) | 5.9 | % |

 

----

NM - Notmeaningful

29

----

 

The followingtable sets forth selected segment information derived from Holdings’ condensedconsolidated statements of operations for the three-month periods endedSeptember 30, 2006 and October 1, 2005. For additional financial information about our operating segments, seeNote 16, *Business Segments,* to the condensedconsolidated financial statements.
| ** **                        | ** ** | **Three months ended** | ** ** | ** **          | ** ** | ** **        | ** ** |
|-----------------------------------|------------|----------------------------------|------------|---------------------|------------|-------------------|------------|
| ** **                        | ** ** | **September 30,**           | ** ** | **October 1,** | ** ** | ** **        | ** ** | ** ** | ** ** |
| **In thousands**             | ** ** | **2006**                         | ** ** | **2005**            | ** ** | **$ Change** | ** ** | **% Change** | ** ** |
| Net sales                         |       |                             |       |                |       |              |       |   |   |
| Jostens Scholastic                |       | $                                | 34,081     |                | $          | 34,352            |       | $ | (271 | ) | (0.8 | )% |
| Jostens Yearbook                  |       | 70,665                           |       | 68,454              |       | 2,211             |       | 3.2 | % |
| Marketing and Publishing Services |       | 144,091                          |       | 122,201             |       | 21,890            |       | 17.9 | % |
| Educational Textbook              |       | 41,458                           |       | 53,926              |       | (12,468           | )          | (23.1 | )% |
| Inter-segment eliminations        |       | (2,493                           | )          | (1,999              | )          | (494              | )          | NM |   |
|                              |       | $                                | 287,802    |                | $          | 276,934           |       | $ | 10,868 |   | 3.9 | % |
| Operating income                  |       |                             |       |                |       |              |       |   |   |
| Jostens Scholastic                |       | $                                | (15,024    | )                   | $          | (19,658           | )          | $ | 4,634 |   | 23.6 | % |
| Jostens Yearbook                  |       | 9,446                            |       | 7,401               |       | 2,045             |       | 27.6 | % |
| Marketing and Publishing Services |       | 21,726                           |       | 18,776              |       | 2,950             |       | 15.7 | % |
| Educational Textbook              |       | 3,528                            |       | 4,987               |       | (1,459            | )          | (29.3 | )% |
|                              |       | $                                | 19,676     |                | $          | 11,506            |       | $ | 8,170 |   | 71.0 | % |

 

----

NM - notmeaningful

*NetSales. *Consolidatednet sales increased $10.9 million, or 3.9%, to $287.8 million for the threemonths ended September 30, 2006 from $276.9 million for the correspondingperiod in 2005.

The net sales ofthe Jostens Scholastic segment were relatively flat, decreasing $0.3 million,or 0.8%, to $34.1 million for the third quarter of 2006 from $34.4 million forthe third quarter of 2005.  The decreasewas attributable to a shift in the timing of graduation product deliveries fromthe third quarter to the fourth quarter of 2006 offset somewhat by higherjewelry revenue.  Jostens Yearbook netsales increased $2.2 million, or 3.2%, to $70.7 million for the third quarterof 2006 compared to $68.5 million for the third quarter of 2005 as a result ofprice increases and timing of shipments.

The net sales ofthe Marketing and Publishing Services segment increased $21.9 million, or17.9%, to $144.1 million during the third quarter of 2006 from $122.2 million forthe third quarter of 2005.  The increasewas primarily attributable to higher sampling and direct marketing volume aswell as the acquisitions of Dixon Direct and the Vertis fragrance samplingbusiness, which contributed $8.3 million of net sales during the quarter.

The net sales ofthe Educational Textbook business decreased $12.5 million, or 23.1%, to $41.5million in the third quarter of 2006 from $53.9 million in the third quarter of2005 due to lower sales of paper to our customers of approximately $6.3 millionwith the remaining decrease attributable to overall lower textbook volume.

*GrossProfit.*  Gross profitincreased $10.6 million, or 11.7%, to $101.8 million for the three months endedSeptember 30, 2006 from $91.2 million for the same period in 2005.  As a percentage of net sales, gross profitmargin increased to 35.4% for the three months ended September 30, 2006 from32.9% for the same period in 2005.  Theincrease of 2.5 margin points is attributable to:

30

----

·            improveddiploma business performance in the Jostens Scholastic segment;

·            cost savings realized from overallimprovements in plant efficiency and cost reduction initiatives that benefitedall businesses;

·            generalprice increases in the Jostens Scholastic and Jostens Yearbook segments; and

·            improved utilization of labor in theEducational Textbook and Marketing and Publishing Services segments.

Gross profitimprovements in the Jostens Scholastic segment were offset somewhat by highergold costs in 2006.

*Sellingand Administrative Expenses.* Selling and administrative expenses increased $1.2 million, or 1.5%, to$82.0 million for the three months ended September 30, 2006 from $80.8 millionin 2005.  As a percentage of net sales,selling and administrative expenses decreased 0.7% to 28.5% for the thirdquarter of 2006 from 29.2% for the same period in 2005.  The acquisitions of Dixon Direct and theVertis fragrance sampling business contributed $1.1 million of the increaseduring the quarter. The decrease in selling and administrative expenses as apercentage of net sales was the result of cost reduction initiatives.  These savings were partially offset by highercommissions due to higher net sales.

*Special Charges. *Duringthe third quarter of 2006, the Company recorded $1.0 million of specialcharges.  The amount incurred primarilyrelated to the Educational Textbook segment, which recorded approximately $0.9million of severance charges and related benefits associated with the reductionof 59 employees.

During the thirdquarter of 2005, the Company recorded $2.6 million of special charges. JostensScholastic and Jostens Yearbook recorded $1.2 million and $0.4 million ofseverance costs and related benefits associated with a headcount reduction of16 Jostens Scholastic employees and 6 Jostens Yearbook employees,respectively.  The Marketing andPublishing Services and Educational Textbook segments recorded charges of $0.7million and $0.3 million, respectively, related to severance costs that reducedheadcount by 61 employees.

*OperatingIncome. *As a result ofthe aforementioned items,**consolidatedoperating income increased $8.2 million, or 71.0%, to $19.7 million for thethree months ended September 30, 2006 from $11.5 million for the comparableperiod in 2005.  As a percentage of netsales, operating income increased to 6.8% for the third quarter of 2006 from4.2% for the same period in 2005.

*Net Interest Expense. *Net interest expense wascomprised of the following:

31

----

 
| ** **                                                           | ** ** | **Three months ended** | ** ** | ** **          | ** ** | ** **        | ** ** |
|----------------------------------------------------------------------|------------|----------------------------------|------------|---------------------|------------|-------------------|------------|
| ** **                                                           | ** ** | **September 30,**           | ** ** | **October 1,** | ** ** | ** **        | ** ** | ** ** | ** ** |
| **In thousands**                                                | ** ** | **2006**                         | ** ** | **2005**            | ** ** | **$ Change** | ** ** | **% Change** | ** ** |
| **Visant:**                                                          |       |                             |       |                |       |              |       |   |   |
| Interest expense                                                     |       | $                                | 24,093     |                | $          | 24,224            |       | $ | (131 | ) | (0.5 | )% |
| Amortization of debt discount, premium and deferred  financing costs |       | 4,150                            |       | 3,108               |       | 1,042             |       | 33.5 | % |
| Interest income                                                      |       | (129                             | )          | (55                 | )          | (74               | )          | NM |   |
| ** **                                                           | ** ** | **28,114**                       | ** ** | **27,277**          | ** ** | **837**           |       | 3.1 | % |
| **Holdings:**                                                        |       |                             |       |                |       |              |       |   |   |
| Interest expense                                                     |       | 7,635                            |       | 1                   |       | 7,634             |       | NM |   |
| Amortization of debt discount, premium and deferred  financing costs |       | 5,376                            |       | 4,579               |       | 797               |       | 17.4 | % |
| Interest income                                                      |       | (16                              | )          | (5                  | )          | (11               | )          | NM |   |
| ** **                                                           | ** ** | **12,995**                       | ** ** | **4,575**           | ** ** | **8,420**         |       | 184.0 | % |
| ** **                                                           | ** ** | **$**                            | **41,109** | ** **          | **$**      | **31,852**        | ** ** | **$** | **9,257** |   | 29.1 | **%** |

 

----

NM = Notmeaningful

Net interest expense increased $9.3 million, or 29.1%,to $41.1 million for the three months ended September 30, 2006 as compared to$31.9 million for the comparable prior year period.  The increase was duemainly to Holdings’ new 8.75% senior notes.

*Income Taxes. *For the three-month period ended September 30, 2006,the effective rates of tax benefit for continuing operations were 46.7% and56.6% for Holdings and Visant, respectively, compared with 46.3% and 47.8% forthe comparable prior year period.  Therate of tax benefit for both the third quarter 2006 and 2005 was greater thanthe federal statutory rate of tax due to the favorable effects of reducing thenine-month estimated annual consolidated effective tax rates in the thirdquarter that traditionally reports a seasonal loss.  For the third quarter of 2006 the change ineffective tax rate was favorably affected by adjustments required as a resultof filing the Company’s 2005 income tax return. For the third quarter of 2005, the change in effective tax rate wasfavorably affected by the anticipated repatriation of foreign earnings.

During the quarterended September 30, 2006, the Company made adjustments to its income taxprovision to reflect the tax effect of permanent differences based on the 2005tax return as filed.  As a result ofthose adjustments, the Company recorded additional income tax expense of $0.5million attributable to the sale of the Jostens Photography businesses and atax benefit of $1.0 million in its tax provision for results from continuingoperations.

*Loss fromDiscontinued Operations. *Duringthe second quarter of 2006, we consummated the sale of our Jostens Photographybusinesses, which previously was a reportable segment.  The sale closed on June 30, 2006 with theCompany recognizing net proceeds of $64.1 million. Losses from discontinuedoperations for the Jostens Photography businesses were $0.6 million and $0.5million for the three months ended September 30, 2006 and October 1, 2005,respectively.

*NetLoss. *As a result of the aforementioned items, net lossincreased $0.7 million, or 5.9%, to $12.0 million for the three monthsended September 30, 2006 compared to net loss of $11.4 million forthe same period in 2005.

**Nine Months Ended September 30,2006 Compared to the Nine Months Ended October 1, 2005**

The followingtable sets forth selected information derived from Holdings’ condensedconsolidated statements of operations for the nine-month periods endedSeptember 30, 2006 and October 1, 2005.

32

----

 
| ** **                                     | ** **   | **Nine months ended** | ** **   | ** **          | ** **   | ** **        | ** **   |
|------------------------------------------------|--------------|---------------------------------|--------------|---------------------|--------------|-------------------|--------------|
| ** **                                     | ** **   | **September 30,**          | ** **   | **October 1,** | ** **   | ** **        | ** **   | ** ** | ** ** |
| **In thousands**                          | ** **   | **2006**                        | ** **   | **2005**            | ** **   | **$ Change** | ** **   | **% Change** | ** ** |
| Net sales                                      |         | $                               | 1,141,018    |                | $            | 1,127,455         |         | $ | 13,563 |   | 1.2 | % |
| Cost of products  sold                         |         | 636,571                         |         | 662,643             |         | (26,072           | )            | (3.9 | )% |
| Gross profit                                   |         | 504,447                         |         | 464,812             |         | 39,635            |         | 8.5 | % |
| *% of net sales*                               | *** *** | ***44.2***                      | ***%***      | ***41.2***          | ***%***      |              |         |   |   |
|                                           |         |                            |         |                |         |              |         |   |   |
| Selling and  administrative expenses           |         | 305,346                         |         | 308,041             |         | (2,695            | )            | (0.9 | )% |
| *% of net sales*                               | *** *** | ***26.8***                      | ***%***      | ***27.3***          | ***%***      | *** ***      | *** *** | *** *** | *** *** |
|                                           | *** *** | *** ***                    | *** *** | *** ***        | *** *** | *** ***      | *** *** | *** *** | *** *** |
| Gain on disposal  of fixed assets              |         | (1,631                          | )            | (3,478              | )            | 1,847             |         | NM |   |
| Transaction  costs                             |         | —                          |         | 1,324               |         | (1,324            | )            | NM |   |
| Special charges                                |         | 3,589                           |         | 7,159               |         | (3,570            | )            | NM |   |
| Operating income                               |         | 197,143                         |         | 151,766             |         | 45,377            |         | 29.9 | % |
| *% of net sales*                               | *** *** | ***17.3***                      | ***%***      | ***13.5***          | ***%***      | *** ***      | *** *** | *** *** | *** *** |
| *** ***                                   | *** *** | *** ***                    | *** *** | *** ***        | *** *** | *** ***      | *** *** | *** *** | *** *** |
| Interest  expense, net                         |         | 109,504                         |         | 92,724              |         | 16,780            |         | 18.1 | % |
| Income before  income taxes                    |         | 87,639                          |         | 59,042              |         | 28,597            |         |   |   |
| Provision for  income taxes                    |         | 33,013                          |         | 23,049              |         | 9,964             |         | 43.2 | % |
| Income from  continuing operations             |         | 54,626                          |         | 35,993              |         | 18,633            |         | 51.8 | % |
| Loss from  discontinued operations, net of tax |         | (6,044                          | )            | (4,374              | )            | (1,670            | )            | NM |   |
| Net income                                     |         | $                               | 48,582       |                | $            | 31,619            |         | $ | 16,963 |   | 53.6 | % |

----

NM = Notmeaningful

The followingtable sets forth selected segment information derived from Holdings’ condensedconsolidated statements of operations for the nine-month periods endedSeptember 30, 2006 and October 1, 2005. For additional financial information about our operating segments, seeNote 16, *Business Segments,* to the condensedconsolidated financial statements.
| ** **                        | ** ** | **Nine months ended** | ** ** | ** **          | ** ** | ** **        | ** ** |
|-----------------------------------|------------|---------------------------------|------------|---------------------|------------|-------------------|------------|
| ** **                        | ** ** | **September 30,**          | ** ** | **October 1,** | ** ** | ** **        | ** ** | ** ** | ** ** |
| **In thousands**             | ** ** | **2006**                        | ** ** | **2005**            | ** ** | **$ Change** | ** ** | **% Change** | ** ** |
| Net sales                         |       |                            |       |                |       |              |       |   |   |
| Jostens Scholastic                |       | $                               | 298,318    |                | $          | 297,546           |       | $ | 772 |   | 0.3 | % |
| Jostens Yearbook                  |       | 333,299                         |       | 320,692             |       | 12,607            |       | 3.9 | % |
| Marketing and Publishing Services |       | 386,430                         |       | 361,610             |       | 24,820            |       | 6.9 | % |
| Educational Textbook              |       | 130,555                         |       | 154,312             |       | (23,757           | )          | (15.4 | )% |
| Inter-segment eliminations        |       | (7,584                          | )          | (6,705              | )          | (879              | )          | NM |   |
|                              |       | $                               | 1,141,018  |                | $          | 1,127,455         |       | $ | 13,563 |   | 1.2 | % |
| Operating income                  |       |                            |       |                |       |              |       |   |   |
| Jostens Scholastic                |       | $                               | 27,531     |                | $          | 5,483             |       | $ | 22,048 |   | 402.1 | % |
| Jostens Yearbook                  |       | 97,158                          |       | 79,374              |       | 17,784            |       | 22.4 | % |
| Marketing and Publishing Services |       | 57,069                          |       | 47,917              |       | 9,152             |       | 19.1 | % |
| Educational Textbook              |       | 15,385                          |       | 18,992              |       | (3,607            | )          | (19.0 | )% |
|                              |       | $                               | 197,143    |                | $          | 151,766           |       | $ | 45,377 |   | 29.9 | % |

----

NM - notmeaningful

 

*NetSales. *Consolidatednet sales increased $13.6 million, or 1.2%, to $1,141 million for the ninemonths ended September 30, 2006 from $1,127 million for the correspondingperiod in 2005.

33

----

For the nine-monthperiod ended September 30, 2006, net sales for the Jostens Scholastic segmentwere $298.3 million, a slight increase of 0.3%, from the $297.5 millionreported for the prior year comparative period, primarily attributable tohigher jewelry revenue offset by the timing of graduation product deliveriesfrom third quarter to fourth quarter of 2006. Jostens Yearbook net sales were $333.3 million for the nine-month periodended September 30, 2006, an increase of 3.9%, compared to $320.7 million ofnet sales in the corresponding 2005 period due to price increases, accountgrowth and timing of deliveries.

The net sales ofthe Marketing and Publishing Services segment increased $24.8 million, or 6.9%,to $386.4 million for the nine-month period ended September 30, 2006 from$361.6 million for the comparable period in 2005.  This increase was primarily attributable tohigher direct marketing volume and the acquisitions of Dixon Direct and theVertis fragrance sampling business, which contributed $8.9 million during 2006.

The net sales ofthe Educational Textbook business decreased $23.8 million, or 15.4%, to $130.6million for the first nine months of 2006 from $154.3 million for thecorresponding period of 2005 due to lower paper sales of approximately $10.2million as well as lower textbook  volumeto certain customers.

*GrossProfit.*  Gross profitincreased $39.6 million, or 8.5%, to $504.4 million for the nine months endedSeptember 30, 2006 from $464.8 million for the same period in 2005.  As a percentage of net sales, gross profitmargin increased to 44.2% for the nine months ended September 30, 2006 from41.2% for the same period in 2005.   Theincrease of 3.0 margin points was substantially related to:

·                  improved diploma business performance in the Jostens Scholasticsegment;

·                  cost savings realized from overallimprovements in plant efficiency and cost reduction initiatives that benefitedall businesses;

·                  general price increases in the Jostens Scholastic and Jostens Yearbooksegments; and

·                  lower depreciation expense attributable toJostens’ 2003 purchase accounting.

Gross profit improvements in the Jostens Scholastic segment were offsetsomewhat by higher gold costs in 2006.

*Sellingand Administrative Expenses. *Selling and administrative expensesdecreased $2.7 million, or 0.9%, to $305.3 million for the nine months endedSeptember 30, 2006 from $308.0 million for the comparable period in 2005.  As a percentage of net sales, selling andadministrative expenses decreased 0.5% to 26.8% for the first nine months of2006 from 27.3% for the same period in 2005. The $2.7 million decrease was primarily due to the impact of administrativeheadcount reductions and cost savings realized from various synergyprograms.  These savings were partiallyoffset by higher commissions due to higher net sales.  In addition, the acquisitions of Dixon Directand the Vertis fragrance sampling business contributed $1.2 million ofadditional selling and administrative costs in 2006.

*Special Charges. *Forthe nine months ended September 30, 2006, the Company recorded $3.6 million ofspecial charges for severance costs and related benefit costs.  These charges included $0.1 million relatedto Jostens Scholastic, less than $0.1 million related to Jostens Yearbook, $0.3million related to the Marketing and Publishing Services segment and $0.9million related to the Educational Textbook segment.  Headcount reductions associated with theseactivities were eight for Jostens Scholastic, two for Jostens Yearbook, 11 forMarketing and Publishing Services and 59 employees for EducationalTextbook.  Additionally, the Companyrecognized an impairment loss of $2.3 million related to the sale of itsJostens headquarters building.

For the ninemonths ended October 1, 2005, the Company incurred $7.2 million of specialcharges for severance costs and related benefits.  These charges included $4.4 million relatedto Jostens Scholastic, $0.8 million related to Jostens Yearbook, $1.5 millionrelated to Marketing and Publishing Services and $0.5 million related toEducational Textbook.  Headcountreductions associated with these activities were 53 for Jostens Scholastic, 10for Jostens Yearbook, and 66 employees for Marketing and Publishing Servicesand Educational Textbook.

*OperatingIncome. *As a result ofthe aforementioned items, consolidated operating income increased $45.4million, or 29.9%, to $197.1 million for the nine months ended September 30,2006 from $151.8 million in 2005.

34

----

As a percentage of netsales, operating income increased to 17.3% for the first nine months of 2006from 13.5% for the same period in 2005.

*NetInterest Expense. *Netinterest expense was comprised of the following:
| ** **                                                           | ** ** | **Nine months ended** | ** **  | ** **          | ** ** | ** **        | ** ** |
|----------------------------------------------------------------------|------------|---------------------------------|-------------|---------------------|------------|-------------------|------------|
| ** **                                                           | ** ** | **September 30,**          | ** **  | **October 1,** | ** ** | ** **        | ** ** | ** ** | ** ** |
| **In thousands**                                                | ** ** | **2006**                        | ** **  | **2005**            | ** ** | **$ Change** | ** ** | **% Change** | ** ** |
| **Visant:**                                                          |       |                            |        |                |       |              |       |   |   |
| Interest expense                                                     |       | $                               | 73,308      |                | $          | 70,087            |       | $ | 3,221 |   | 4.6 | % |
| Amortization of debt discount, premium and deferred  financing costs |       | 8,038                           |        | 10,266              |       | (2,228            | )          | (21.7 | )% |
| Interest income                                                      |       | (2,313                          | )           | (932                | )          | (1,381            | )          | NM |   |
| ** **                                                           | ** ** | **79,033**                      | ** **  | **79,421**          | ** ** | **(388**          | **)**      | (0.5 | )% |
| **Holdings:**                                                        |       |                            |        |                |       |              |       |   |   |
| Interest expense                                                     |       | 15,103                          |        | 1                   |       | 15,102            |       | NM |   |
| Amortization of debt discount, premium and deferred  financing costs |       | 15,391                          |        | 13,385              |       | 2,006             |       | 15.0 | % |
| Interest income                                                      |       | (23                             | )           | (83                 | )          | 60                |       | NM |   |
| ** **                                                           | ** ** | **30,471**                      | ** **  | **13,303**          | ** ** | **17,168**        |       | 129.1 | % |
| ** **                                                           | ** ** | **$**                           | **109,504** | ** **          | **$**      | **92,724**        | ** ** | **$** | **16,780** |   | 18.1 | **%** |

 

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NM = Not meaningful

Net interest expense increased $16.8 million, or18.1%, to $109.5 million for the nine months ended September 30, 2006 ascompared to $92.7 million for the same prior year period.  The increase was due mainly to Holdings’8.75% senior notes issued in April 2006 as well as the result of higherinterest rates on our variable rate term loan debt during the first nine monthsof 2006 compared to the same prior year period. This was partially offset by lower average term loan debt outstandingand an increase in interest income of $1.2 million resulting from a tax refundreceived by Jostens.

*IncomeTaxes**. *During the nine-month period endedSeptember 30, 2006, the effective tax rates for continuing operations were37.7% and 37.2% for Holdings and Visant, respectively, as a result of applyingthe estimated consolidated effective tax rates and giving effect to certain taxprovision adjustments apart from the estimate of the Company’s annual effectivetax rate.  Those tax provisionadjustments included a reduction of the deferred tax valuation allowance by$0.6 million during the first quarter of 2006 and a $1.0 million reduction ofincome tax expense during the third quarter of 2006 due primarily to theutilization in the 2005 tax return of capital loss carryforward deductions thathad been previously reserved.   For thecomparable nine-month period ended October 1, 2005, the effective income taxrates for continuing operations for Holdings and Visant were 39.0% and 38.5%,respectively.

During the ninemonths ended September 30, 2006, the Company reduced its deferred tax valuationallowance and its income tax expense by $1.6 million attributable to capitalloss carryforward deductions affecting continuing operations and $5.2 millionaffecting discontinued operations.  As aresult of the sale of the Jostens Photography businesses, the Company estimatesthat $4.6 million of tax benefit attributable to foreign tax creditcarryforwards will be realized and $0.6 million of tax benefit attributable tocapital loss carryforwards will be realized.

During April 2006,Holdings was notified by the Internal Revenue Service that the congressionalJoint Committee on Taxation had approved a claim for refund by Jostens for thetaxable years 2000 and 2001. The

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Company received aFederal refund of approximately $7.6 million, including $1.2 million of interest,during the second quarter of 2006. A substantial portion of the tax refundrepresents a reduction of goodwill.

*Loss fromDiscontinued Operations. *Duringthe second quarter of 2006, we consummated the sale of our Jostens Photographybusinesses, which previously was a reportable segment.  The sale closed on June 30, 2006 with theCompany recognizing net proceeds of $64.1 million. Operations for the JostensPhotography businesses resulted in losses of $6.0 million and $4.4 million forthe nine months ended September 30, 2006 and October 1, 2005,respectively.  The reduction of goodwillfor the nine months ended September 30, 2006 of $4.7 million is attributable tothe resolution of an income tax uncertainty that arose in connection with apurchase business combination completed by Jostens in May 2000.

*NetIncome. *As a result of the aforementioned items, netincome increased $17.0 million, or 53.6%, to $48.6 million for the ninemonths ended September 30, 2006 compared to net income of $31.6 million for thesame period in 2005.

**LIQUIDITYAND CAPITAL RESOURCES**

The followingtable presents cash flow activity of Holdings for the first nine months offiscal 2006 and 2005 and should be read in conjunction with our condensedconsolidated statements of cash flows.
|                                                      | ** ** | **Nine months ended** | ** ** |
|------------------------------------------------------|------------|---------------------------------|------------|
| ** **                                           | ** ** | **September 30,**          | ** ** | **October 1,** | ** ** |
| **In thousands**                                | ** ** | **2006**                        | ** ** | **2005** | ** ** |
| Net cash  provided by operating activities           |       | $                               | 21,396     |   | $ | 10,765 |   |
| Net cash used in  investing activities               |       | (32,151                         | )          | (29,265 | ) |
| Net cash  provided by (used in) financing activities |       | 5,798                           |       | (51,558 | ) |
| Effect of  exchange rate change on cash              |       | (436                            | )          | 61 |   |
| Net change in cash and  cash equivalents             | ** ** | **$**                           | **(5,393** | **)** | **$** | **(69,997** | **)** |

 

For the ninemonths ended September 30, 2006, operating activities generated cash of $21.4million compared with cash generated by operating activities of $10.8 millionfor the same prior year period.  The$10.6 million increase related to a reduction of working capital levels andincreased earnings for the nine months ended September 30, 2006 compared to thecorresponding prior year period. Included in the cash flows from operating activities is cash used indiscontinued operations of $23.8 million and $0.9 million for the nine-monthperiods ended September 30, 2006 and October 1, 2005, respectively.  Consequently, the cash provided by continuingoperations was $45.2 million and $11.7 million for the first nine months of2006 and 2005, respectively.

Net cash used ininvesting activities for the nine months ended September 30, 2006 was $32.2million, compared with $29.3 million used in investing activities for thecomparable 2005 period.  The $2.9 millionincrease related to proceeds of $64.1 million from the sale of the JostensPhotography businesses offset by the acquisition of the Dixon Direct businessand the Vertis sampling fragrance business for $53.6 million and higher capitalexpenditures of $16.0 million for the nine months ended September 30, 2006compared to the corresponding period in 2005.

During the ninemonths ended September 30, 2006, net cash provided by financing activities of$5.8 million consisted of proceeds from the issuance by Holdings of $350.0million of senior notes and net short term borrowings of $106.0 million offsetby $9.5 million used for debt financing costs related to the senior notes, adistribution to Holdings’ stockholders of $340.7 million and a $100.0 milliondebt prepayment.   During the first ninemonths of 2005, cash used in financing activities was $51.6 million and it wascomprised of debt prepayments of $103.5 million offset by net short-termborrowings of $46.3 million and $5.9 million from proceeds of equityinvestments by certain members of management.

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As of September30, 2006, we had cash and cash equivalents of $15.3 million.  Ourprincipal sources of liquidity are cash flows from operating activities andborrowings under Visant’s senior secured credit facilities, which included$116.9 million of additional availability under Visant’s revolving creditfacility as of September 30, 2006.  We use cash primarily for debt serviceobligations, capital expenditures and to fund other working capitalrequirements.  We intend to fund ongoing operations through cash generatedby operations and borrowings under the revolving credit facility.  In early July 2006, we used our excess cashto make an additional prepayment on our term loan debt of $100 million.

As of September30, 2006, we were in compliance with all covenants under our material debtobligations.

In September 2006,Moody’s Investors Service (“Moody’s”) in connection with the implementation ofits new rating methodology assigned a B3 rating to Holdings’ senior notes, aBa2 rating to the Visant senior secured credit facilities indebtedness and a B2rating to Visant’s senior subordinated notes. A corporate rating of B1 wasassigned to the Company.   Moody’snegative outlook assigned to Holdings in March 2006 remained unchanged.  The negative outlook reflects, among otherfactors, Moody’s expectation that fiscal 2006 free cash flow will be reducedsignificantly by higher cash interest payments of approximately $31 millionincurred on the senior notes, plus a material increase in cash taxes primarilydue to the absence of net operating loss carryforwards that were available toHoldings in 2005.  Reference is made tothe Moody’s announcements for a full explanation of the factorsconsidered.  A security rating is not arecommendation to buy, sell or hold securities and any rating may be revised orwithdrawn at any time by the assigning rating organization.  Each rating should be evaluated independentlyof any other rating.

Based upon thecurrent level of operations, we believe that cash flow from operations,available cash and short-term investments, together with borrowings availableunder Visant’s senior secured credit facilities, are adequate to meet ourfuture liquidity needs for the next 12 months.

#### **ITEM 3.           QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

There have been nomaterial changes in our exposure to market risk during the quarter endedSeptember 30, 2006.  For additionalinformation, refer to Item 7A of our 2005 Annual Report on Form 10-K.

#### **ITEM 4.           CONTROLSAND PROCEDURES**

Our management is responsible for establishing andmaintaining adequate internal control over financial reporting, as defined inRule 13a-15(f) under the Securities Exchange Act of 1934, asamended (“the Exchange Act”). 

Our management, under the supervision of our ChiefExecutive Officer and Vice President, Finance, evaluated the effectiveness ofour disclosure controls and procedures (as defined in Rule 13a-15(e) underthe Exchange Act) as of the end of the period covered by this report. Basedupon that evaluation, our Chief Executive Officer and Vice President, Financeconcluded that our disclosure controls and procedures are effective as of theend of the period covered by this report.

As of September30, 2006, there was no change in our internal control over financial reportingthat materially affected, or is reasonably likely to materially affect, ourinternal control over financial reporting.

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**PART II.  OTHER INFORMATION**

#### **ITEM 1.          LEGALPROCEEDINGS**

Thefollowing were developments, during the three months ended September 30, 2006,of material pending legal proceedings to which we or any of our subsidiariesare a party:

In early May 2006, in thematter of *Christian Pocino v. Jostens, Inc.,* theCourt of Appeal of the State of California affirmed the trial court’s judgmentin favor of Jostens as described in Note 12, *Commitmentsand Contingencies*, to the condensed consolidated financialstatements.  The order became final atthe beginning of July 2006.

#### **ITEM 1A.       RISKFACTORS**

There have been nomaterial changes in our risk factors during the quarter ended September 30,2006.  For additional information, referto Item 1A of our 2005 Annual Report on Form 10-K.

#### **ITEM 2.          UNREGISTEREDSALES OF EQUITY SECURITIES AND USE OF PROCEEDS**

None.

#### **ITEM 3.          DEFAULTSUPON SENIOR SECURITIES**

None.

#### **ITEM 4.          SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS**

None.

#### **ITEM 5.          OTHERINFORMATION**

None.

#### **ITEM 6.          EXHIBITS**

**(a)****                                 **Exhibits

31.1                          Certificationof Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of2002 for Visant Holding Corp.

31.2                          Certificationof Vice President, Finance pursuant to Section 302 of the Sarbanes-Oxley Act of2002 for Visant Holding Corp.

31.3                          Certificationof Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of2002 for Visant Corporation.

31.4                          Certificationof Vice President, Finance pursuant to Section 302 of the Sarbanes-Oxley Act of2002 for Visant Corporation.

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32.1                          Certificationof Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of2002 for Visant Holding Corp.

32.2                          Certification of Vice President, Financepursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant HoldingCorp.

32.3                          Certificationof Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of2002 for Visant Corporation.

32.4                          Certification of Vice President, Financepursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Corporation.

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**SIGNATURES**

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrants have dulycaused this report to be signed on their behalf by the undersigned thereuntoduly authorized.
|                        | ** ** | **VISANT  HOLDING CORP.**     |
|------------------------|------------|-------------------------------|
|                   |       |                          |
|                   |       |                          |
| Date: November 9, 2006 |       | /s/ Marc L.  Reisch           |
|                   |       | Marc L. Reisch                |
|                   | * *   | *President  and*              |
|                   | * *   | *Chief  Executive Officer*    |
|                   |       |                          |
|                   |       |                          |
| Date: November 9, 2006 |       | /s/ Paul B.  Carousso         |
|                   |       | Paul B. Carousso              |
|                   | * *   | *Vice  President, Finance*    |
|                   | * *   | *(Chief  Accounting Officer)* |
|                   |       |                          |

 

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**SIGNATURES**

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrants have dulycaused this report to be signed on their behalf by the undersigned thereuntoduly authorized.

 
|                        | ** ** | **VISANT  CORPORATION**       |
|------------------------|------------|-------------------------------|
|                   |       |                          |
|                   |       |                          |
| Date: November 9, 2006 |       | /s/ Marc L.  Reisch           |
|                   |       | Marc L. Reisch                |
|                   | * *   | *President  and*              |
|                   | * *   | *Chief  Executive Officer*    |
|                   |       |                          |
|                   |       |                          |
| Date: November 9, 2006 |       | /s/ Paul B.  Carousso         |
|                   |       | Paul B. Carousso              |
|                   | * *   | *Vice  President, Finance*    |
|                   | * *   | *(Chief  Accounting Officer)* |

 

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