Executive Stock Purchase Program

Exhibit 10.9


SUPPLEMENT TO PROSPECTUS


JOSTENS, INC.


500,000 Shares of Common Stock, including


Preferred Share Purchase Rights


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Offered pursuant to the


Jostens, Inc. Executive Stock Purchase Program


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This document constitutes part of a prospectus covering


securities that have been registered under


the Securities Act of 1933.


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This Supplement modifies the Prospectus dated February 15, 1999 covering the offer and sale of shares of Common Stock, including attached Preferred Share Purchase Rights, of Jostens, Inc. under the Jostens, Inc. Executive Stock Purchase Program.


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The Prospectus for Jostens, Inc. Executive Stock Purchase Program offered you the opportunity to elect to participate in the Program during two purchase periods: a period beginning on March 1, 1999 and ending on March 19, 1999 or during a period beginning on June 8, 1999 and ending on July 9, 1999. You also could elect to purchase under the Program during both periods.


Due to lack of interest in the second purchase period, it has been deemed advisable to purchase Common Stock under the Program during only one purchase period beginning on March 1, 1999 and ending on March 19, 1999. The first interest payment on the Program Loan will now be due on June 3, 1999. The interest rate on your Program Loan will now convert to a rate that is fixed for the remaining life of the loan on March 25, 1999 rather than July 15, 1999.


The date of this Prospectus is February 15, 1999.


PROSPECTUS


JOSTENS, INC.


500,000 Shares of Common Stock, including
Preferred Share Purchase Rights


----------------


Offered pursuant to the
Jostens, Inc. Executive Stock Purchase Program


----------------


This document constitutes part of a prospectus covering
securities that have been registered under
the Securities Act of 1933.


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This Prospectus covers offers and sales of shares of Common Stock, including attached Preferred Share Purchase Rights, of Jostens, Inc. under the Jostens, Inc. Executive Stock Purchase Program.


Important Notices to all Program Participants


You may not use this Prospectus to reoffer or resell shares of Common Stock acquired under the Program if you are an "affiliate" (generally a director, officer or other controlling person) of Jostens. Affiliates may, however, resell shares without registration under the Securities Act of 1933, as amended, pursuant to an exemption from registration. An exemption from registration is available by following the terms and conditions of Rule 144 under the Securities Act (other than the holding period requirements).


In addition, you should not sell any shares of Common Stock without carefully considering:


o the laws prohibiting trading on the basis of material, inside
information,


o laws prohibiting "short swing" profits, and


o your personal financial and tax situation.


Additional Information


Please see "Certain Federal Income Tax Consequences" beginning on page 13 and "Impact of Short-Swing Profit Provisions" on page 14 for more information.


For additional information about the Program and its administrators, please contact Diana Weber of Jostens' legal department, by mail at 5501 Norman Center Drive, Minneapolis, Minnesota, or by telephone at (612) 830-3300.


Table of Contents


Page Limitations on the Use of this
Prospectus.......................................2


Summary of the Program...............................3
Introduction.....................................3
Eligible Participants............................4
Administration and Amendment.....................4
No Right to Service..............................5
The Program Loan.................................5
The Reimbursement Agreement......................7
The Restricted Stock Match.......................7
Stock Subject to the Program.....................7
Selling Your Stock...............................7
Potential Gain/(Loss) on Program.................8
Numerical Examples..............................10


Certain Federal Income Tax
Consequences....................................13


Impact of Short-Swing Profit
Provisions......................................14


Questions and Answers...............................15


Additional Information..............................19
Available Information...........................19
Documents Incorporated by
Reference....................................19


Limitations on the
Use of this Prospectus


No one is authorized to provide you with information that is not contained in either this Prospectus or in the documents referenced in this Prospectus.


If someone has given you information or made a representation that is not contained in this Prospectus or in the documents referenced in this Prospectus, you must not rely on such information or representations as being authorized by Jostens.


The business and affairs of Jostens may have changed since the date of this Prospectus or since the date of the documents referenced in this Prospectus. Please do not assume otherwise simply because Jostens has delivered this Prospectus to you.


This Prospectus does not constitute:


o an offer to buy or sell any securities other than the Common Stock
offered under the Program, or


o an offer of securities in any state where such an offer would be
unlawful.


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Summary of the Program


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Introduction


The Executive Stock Purchase Program represents a major financial commitment on the part of participants. Please read carefully all of the information presented in this Prospectus. You should also seek the advice of an independent financial advisor before you participate in the Program.


The Jostens, Inc. Executive Stock Purchase Program is a voluntary program which provides you and certain other key executives of Jostens with the opportunity to purchase shares of Jostens' Common Stock.


The purpose of the Program is to facilitate the immediate purchase of shares of Common Stock by you and other members of Jostens' management in order to:


o increase the ownership of Common Stock among key employees of
Jostens;


o more closely align key employees' financial rewards with the
financial rewards realized by all other Jostens' shareholders; and


o increase key employees' motivation to manage Jostens as owners.


Under the Program, Jostens will make arrangements for you to obtain a loan from The First National Bank of Chicago, the proceeds of which will be used to purchase shares of Common Stock. If you decide to participate, you must take out a loan.


The maximum dollar value of shares that you can purchase under the Program will be one to three times your base salary, depending upon your position within Jostens. The minimum dollar value of shares of Common Stock that you will be able to purchase under the Program is 50% of your maximum purchase.


As an added incentive to participate in the Program, Jostens will grant you a number of shares of restricted Common Stock equal to 15% of the number of shares that you purchase in the Program.


If you elect to participate in the Program, shares of Common Stock will be purchased on your behalf on the open market at prevailing market prices during a period beginning on March 1, 1999 and ending on March 19, 1999 or during a period beginning on June 8, 1999 and ending on July 9, 1999, or both, depending on your election. If you elect to purchase shares during both periods, your overall purchase obligation is subject to a $25,000 minimum per period.


The price for your shares purchased under the Program will be the weighted average purchase price paid for shares during each period in which you participate.


The shares that you purchase through the Program will bear dividends at the same times and in the same amounts as all other


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shares of Common Stock and will be registered in your name. You will have all the rights of a shareholder with respect to shares purchased under the Program, including the right to vote the shares and the right to receive dividends.


Participants should note that the Program is not:


o an employee benefit plan subject to the Employee Retirement Income
Security Act of 1974;


o qualified under Section 401(a) of the Internal Revenue Code; or


o an "employee stock purchase plan" (as defined in Section 423 of
the Internal Revenue Code).


Eligible Participants


Participation is only open to certain employees determined to be eligible by the Compensation Committee of the Board of Directors (the "Committee") or its designee. These employees will be given notice prior to the date on which purchase elections may be made.


To become a participant an eligible employee must, prior to February 19, 1999:


o complete and sign an irrevocable election to purchase shares of
Common Stock under the Program;


o complete and sign all necessary agreements and provide other
documents (including a personal financial statement) relating to
Program Loans, as described below; and


o satisfy all other terms and conditions of participation in the
Program established by the Committee.


The agreements and other documents specified above must be in such forms and submitted at such times as specified by the Committee. Eligible employees are not required to participate in the Program.


Administration and Amendment


The Committee or its designee will administer the Program. All questions of interpretation of the Program will be determined by the Committee and will be conclusive and binding for all purposes.


The Committee or its designee(s) will have the authority and power to:


o adopt, alter, waive and repeal administrative rules, guidelines,
practices and provisions of the Program as the Committee may deem
advisable, interpret terms and provisions of the Program (and any
agreements relating to the Program), and supervise the
administration of the Program;


o select eligible employees;


o designate purchase periods;


o designate minimum and maximum purchases under the Program, either
by the number of shares of Common Stock or by the purchase price;
and


o negotiate terms and conditions of the related bank guarantees.


The Committee may waive, amend, alter or discontinue all or any provision of the Program. However, no waiver, amendment, alteration or discontinuation


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may be made which would adversely impair your rights under the Program without your consent.


No Right to Service


Nothing in the Program limits Jostens' right to terminate your service or employment at any time or otherwise confers any right to your continued service or employment.


The Program Loan


If you elect to participate in the Program, Jostens will arrange for you to receive a full recourse loan from The First National Bank of Chicago to buy Common Stock. Proceeds of this loan will be paid by The First National Bank of Chicago to an independent agent who will make Program purchases on behalf of all participants as directed by Jostens.


Jostens will guarantee repayment to The First National Bank of Chicago of one hundred percent (100%) of all principal, interest, early payment fees and other obligations of each participant's Program Loan. The terms and conditions of the guaranty are as agreed by Jostens and The First National Bank of Chicago.


Although Jostens will guarantee repayment of your Program Loan to The First National Bank of Chicago in the event of default, the loan will be your personal obligation. You will be responsible for satisfying all of the bank's requirements in connection with your Program Loan. Even if Jostens pays the Program Loan in the event you default, you will remain personally liable for the loan balance, accrued interest and other expenses incurred by Jostens in connection with your Program Loan. Jostens may take all actions relating to you and your assets which the Committee deems reasonable and necessary to obtain full reimbursement for amounts Jostens pays to The First National Bank of Chicago under its guarantee of your Program Loan.


The specific terms of the Program Loan vary with respect to each purchase period, and are more fully described below:


March Purchases


Purchases made in March 1999 will be funded with a five year term Program Loan that initially bears interest at The First National Bank of Chicago's corporate base rate. The first interest payment on the Program Loan will be due on July 15, 1999 to coincide with the end of the second purchase period.


Any dividends you have received may be directed to The First National Bank of Chicago and will be applied toward your first interest payment. The amount by which this first interest payment exceeds any income you earned from dividends will be added to the principal amount of your Program Loan. The total amount of your Program Loan will exceed the dollar amount of the shares you elect to purchase because the net amount of interest on July 15, 1999 will be added to the total amount of the Program Loan.


If you elect to purchase shares only in March 1999, on July 15, 1999 the interest rate on your Program Loan will convert to a rate that is fixed for the remaining life of the loan.


June and July Purchases


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Purchases made in June and July 1999 will be funded with an approximately 4.75 year term Program Loan that will initially bear interest at The First National Bank of Chicago's corporate base rate. Interest will accrue on the Program Loan at this interest rate until the rate is fixed on July 15, 1999. The accrued interest will be added to the principal amount of your Program Loan on July 15, 1999. The total amount of your Program Loan will exceed the dollar amount of the shares you elect to purchase due to this accrued interest.


On July 15, 1999, the interest rate on your Program Loan will convert to a rate that is fixed for the remaining life of the loan.


Purchases in Both Periods


If you elect to purchase shares in both the March and June and July periods, the balance on your Program Loan attributable to purchases in March and the amount of interest due on July 15, 1999 that is not covered by dividends will be added to the dollar amount of purchases made in June and July. This will equal the total amount of your Program Loan. This total will exceed the dollar amount of the shares you elect to purchase because the net amount of interest on July 15, 1999 will be added to the amount of the Program Loan used to purchase shares. The total amount of your Program Loan will bear interest at a new rate that will be fixed on July 15, 1999 for the remaining approximately 4.75 year life of the Program Loan.


Other Program Loan Terms


Every participant in the Program will have the same fixed interest rate on his or her Program Loan.


The Program Loan will carry a customized interest payment schedule with two interest components i) current interest and ii) deferred interest. The current interest payment schedule will be structured to coincide with Jostens's projected future dividend payments over the life of the Program Loan. The intent is that your current interest payments will be substantially covered by the dividends paid on the shares you purchase with the Program Loan. How ...