Exhibit 99.7
[XXXXXXX XXXXXXXXXX]
April , 2000
PERSONAL AND CONFIDENTIAL
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[Insert name and address
of Addressee]
Dear _______,
You are the holder of the following option(s) to purchase an aggregate
of [__________] shares of common stock, par value $.33 _ per share ("Common
Stock") of Jostens, Inc. (the "Company") granted under the Company's 1992 Stock
Incentive Plan, 1987 Stock Option Plan and/or 1984 Stock Option Plan, as
applicable (the "Option Plans"):
Date of Number of Shares Per Share
Grant Subject to Option Exercise Price
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As you are aware, on December 27, 1999, the Company entered into an
Agreement and Plan of Merger (as amended, the "Agreement") providing for the
merger (the "Merger") of Saturn Acquisition Corporation, a Minnesota corporation
("Saturn"), with and into the Company. A copy of the Company's proxy state
ment/prospectus dated April _______ , 2000 relating to the Merger is enclosed
for your information. The Agreement provides that immediately prior to the
Merger, each outstanding option to purchase shares of Common Stock will be
cancelled in exchange for the right to receive a cash payment from the Company,
for each share of Common Stock subject to such option, equal to the excess, if
any, of $25.25 over the per share exercise price of such option.
The purpose of this letter is to seek your agreement to the
cancellation of all options (collectively, the "Options") to purchase shares of
Common Stock granted to you under the Option Plans. Such cancellation will
apply to all Options held by you immediately prior to the effective time of the
Merger (the "Effective Time") and will take effect immediately prior to the
Effective Time. In consideration of such cancellation, and in exchange and
settlement of each Option, whether or not then exercisable, the Company shall
pay to you (promptly after the Effective Time) for each share of the Common
Stock subject to each such cancelled Option an amount (net of any applicable
withholding taxes) in cash equal to the amount, if any, by which $25.25 (the per
share amount to be paid to shareholders of the Company in the Merger) exceeds
the exercise price per share of the Common Stock subject to the relevant Option
(the "Option Consideration"). Options having a per share exercise price of
$25.25 or more will be cancelled for no consideration.
Upon receipt of the Option Consideration, you shall forfeit any and
all rights in connection with the Options and all Options shall be cancelled.
In addition, all agreements, rights, covenants and obligations under any of the
Option Plans, stock option agreement or similar agreements or arrangement shall
terminate with respect to the Company and you upon receipt of the Option
Consideration.
The cancellation of the Options and the receipt by you of the Option
Consideration in accordance with this letter shall release the Company from any
and all obligations and liabilities that the Company has or may have in respect
of such Options.
This letter shall have no effect if the Merger is not consummated and,
unless and until the Merger is consummated, your Options shall remain
outstanding and exercisable to the same extent as if this letter had not been
executed.
If you agree to the cancellation of your Options on the terms and
conditions specified above, please so indicate by signing this letter where
indicated below and returning it to Xxxxxxx X. Xxxxxx, Vice President, General
Counsel and Corporate Secretary of the Company, in the enclosed return envelope.
The second copy of this letter is included for your own records.
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Very truly yours,
JOSTENS, INC.
By:_____________________________
Xxxxxxx X. Xxxxxx
Vice President, General Counsel
and Corporate Secretary
Agreed to:
_________________________________
(Optionholder)
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