-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HfNpaAU03nEYUanVqaWjvslLSwJ+00bQwgExsl0bQjDSWmOMLPHQ4SJaJt/mmjk3 vfiMqLus/3zmcUps35OCSw== 0000950123-07-015659.txt : 20071116 0000950123-07-015659.hdr.sgml : 20071116 20071116090106 ACCESSION NUMBER: 0000950123-07-015659 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071116 DATE AS OF CHANGE: 20071116 GROUP MEMBERS: AMSCAN ACQUISITION INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FACTORY CARD & PARTY OUTLET CORP CENTRAL INDEX KEY: 0001024441 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 363652087 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49243 FILM NUMBER: 071251525 BUSINESS ADDRESS: STREET 1: 2727 DIEHL RD CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: 6305792000 MAIL ADDRESS: STREET 1: 745 BIRGINAL DRIVE CITY: BENSENVILLE STATE: IL ZIP: 60106 FORMER COMPANY: FORMER CONFORMED NAME: FACTORY CARD OUTLET CORP DATE OF NAME CHANGE: 19961008 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FACTORY CARD & PARTY OUTLET CORP CENTRAL INDEX KEY: 0001024441 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 363652087 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49243 FILM NUMBER: 071251526 BUSINESS ADDRESS: STREET 1: 2727 DIEHL RD CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: 6305792000 MAIL ADDRESS: STREET 1: 745 BIRGINAL DRIVE CITY: BENSENVILLE STATE: IL ZIP: 60106 FORMER COMPANY: FORMER CONFORMED NAME: FACTORY CARD OUTLET CORP DATE OF NAME CHANGE: 19961008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMSCAN HOLDINGS INC CENTRAL INDEX KEY: 0001024729 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 133911462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 80 GRASSLANDS ROAD CITY: ELMSFORD STATE: NY ZIP: 10523 BUSINESS PHONE: 9143452020 MAIL ADDRESS: STREET 1: 80 GRASSLANDS ROAD CITY: ELMSFORD STATE: NY ZIP: 10523 SC TO-T/A 1 y41123a3sctovtza.htm SC TO-T/A SC TO-T/A
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(Amendment No. 3)
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

FACTORY CARD & PARTY OUTLET CORP.
 (Name Of Subject Company (Issuer))

AMSCAN HOLDINGS, INC.
AMSCAN ACQUISITION, INC.
 (Names of Filing Persons (Offerors))

Common Stock, par value $0.01 per share
(Title of Class of Securities)

303051106
 (CUSIP Number of Class of Securities)

Michael Correale
Amscan Holdings, Inc.
80 Grasslands Road, Elmsford, New York 10523
(914) 345-2020
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)

with copies to:

David C. Chapin
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000

CALCULATION OF FILING FEE

     
Transaction Valuation*
$70,590,003		   Amount Of Filing Fee**
$2,167.11

*   Estimated solely for purposes of calculating amount of filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934. The transaction value is based upon the offer to purchase 4,282,082 shares of common stock of Factory Card & Party Outlet Corp. at a purchase price of $16.50 cash per share. Such number of shares of common stock represents the total of 3,386,117 issued and outstanding shares of common stock, outstanding options with respect to 687,901 shares of common stock, and outstanding warrants with respect to 204,164 shares of common stock, in each case as of September 27, 2007.
     
**   The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $30.70 per $1,000,000 of the value of the transaction.
 
x    Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

     
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:		   $2,167.11
Schedule TO-T
Amscan Holdings, Inc.
October 1, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

x amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x 

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     This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on October 1, 2007 and amended by Amendment No. 1 filed on October 19, 2007 and Amendment No. 2 filed on November 6, 2007 (the “Schedule TO”) relating to a tender offer by Amscan Acquisition, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Amscan Holdings, Inc., a Delaware corporation (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Factory Card & Party Outlet Corp., a Delaware corporation (the “Company”), at a purchase price of $16.50 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 1, 2007, as amended by the Schedule TO on October 19, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, collectively constitute the “Offer”).

     Capitalized terms used herein and not defined herein have the respective meanings assigned such terms in the Offer to Purchase and the Schedule TO.

     The Items of the Schedule TO, which incorporate by reference information contained in the Offer to Purchase and Letter of Transmittal, are hereby amended and supplemented as follows:

ITEM 11. ADDITIONAL INFORMATION

     Item 11 of this Schedule TO is hereby amended and supplemented by adding the following:

     The subsequent offering period expired at 11:59 p.m., Eastern time, on Thursday, November 15, 2007. According to the Depositary for the Offer, as of such time approximately 3,182,850 Shares were tendered pursuant to the Offer and not withdrawn, including 2,987,932 Shares tendered during the initial offering period and 194,918 Shares tendered during the subsequent offering period, all of which represent approximately 92.6% of all outstanding Shares. Purchaser accepted and promptly paid for all Shares tendered during the initial offering period. Purchaser accepted for payment Shares tendered during the subsequent offering period pursuant to the terms of the Offer. Payment for Shares accepted for payment during the subsequent offering period will be made promptly.

     On November 16, 2007, AAH Holdings Corporation, the parent of Parent, and the Company issued a press release announcing the results of the subsequent offering period and Purchaser’s intention to acquire all of the remaining outstanding Shares by effecting a “short-form” Merger under Delaware law without action by any other stockholder, as Purchaser has acquired more than 90% of the outstanding Shares. In the Merger, Purchaser will merge with and into the Company and the Company will become a direct wholly-owned subsidiary of Parent. In the Merger, each Share of the Company’s outstanding common stock will be cancelled and (except for Shares held by Parent, its subsidiaries or stockholders properly exercising statutory appraisal rights under Delaware law) will be converted into the right to receive $16.50 per Share, net to the seller in cash, without interest and less any required withholding taxes.

     The full text of the press release issued by AAH Holdings Corporation and the Company on November 16, 2007 is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS

     Item 12 of the Schedule TO is hereby amended and supplemented by the addition of Exhibit (a)(5)(D) and, as so amended, is restated as follows:

   
   
(a)(1)(A) Offer to Purchase dated October 1, 2007, as amended. +
   
(a)(1)(B) Form of Letter of Transmittal, as amended. +
   
(a)(1)(C) Form of Notice of Guaranteed Delivery. +
   
(a)(1)(D) Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. +
   
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. +
   
(a)(1)(F) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. +

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(a)(2)
   None.
   
(a)(3)
   None.
   
(a)(4)
   None.
   
(a)(5)(A)
   Joint Press Release issued by AAH Holdings Corporation and Factory Card & Party Outlet Corp. dated
 
   September 18, 2007 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form
 
   8-K filed by Amscan Holdings, Inc. with the Securities and Exchange Commission on September 18, 2007).
 
        
(a)(5)(B)
   Summary Advertisement published in the Wall Street Journal on October 1, 2007. +
   
(a)(5)(C)
   Joint Press Release issued by AAH Holdings Corporation and Factory Card & Party Outlet Corp. dated
 
   November 6, 2007. ++
   
(a)(5)(D)
   Joint Press Release issued by AAH Holdings Corporation and Factory Card & Party Outlet Corp. dated
 
   November 16, 2007. Filed herewith.
   
(b)
   ABL Credit Agreement dated May 25, 2007 (incorporated herein by reference to Exhibit 10.02 to the
 
   Current Report on Form 8-K filed by Amscan Holdings, Inc. with the Securities and Exchange
 
   Commission on June 1, 2007, as amended).
   
(d)(1)
   Agreement and Plan of Merger dated September 17, 2007, by and between Amscan Holdings, Inc.,
 
   Amscan Acquisition, Inc. and Factory Card & Party Outlet Corp. (incorporated herein by reference
 
   to Exhibit 2.1 to the Current Report on Form 8-K filed by Amscan Holdings, Inc. with the
 
   Securities and Exchange Commission on September 18, 2007).
   
(d)(2)
   Confidentiality Agreement dated April 24, 2007 by and between AAH Holdings Corporation and
 
   Goldsmith, Agio, Helms, & Lynner LLC. +
   
(d)(3)
   Factory Card & Party Outlet Corp. Amended and Restated Executive Severance Plan, effective as of
 
   September 17, 2007 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form
 
   8-K as filed by Factory Card & Party Outlet Corp. on September 18, 2007).
   
(d)(4)
   Senior Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp.,
 
   Factory Card Outlet of America Ltd., Amscan Holdings, Inc. and Gary W. Rada (incorporated herein
 
   by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by Factory Card & Party
 
   Outlet Corp. on September 18, 2007).
   
(d)(5)
   Senior Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp.,
 
   Factory Card Outlet of America Ltd., Amscan Holdings, Inc. and Timothy F. Gower (incorporated
 
   herein by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by Factory Card &
 
   Party Outlet Corp. on September 18, 2007).
   
(d)(6)
   Senior Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp.,
 
   Factory Card Outlet of America Ltd., Amscan Holdings, Inc. and Michael Perri (incorporated herein
 
   by reference to Exhibit 10.4 to the Current Report on Form 8-K as filed by Factory Card & Party
 
   Outlet Corp. on September 18, 2007).
   
(d)(7)
   Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp., Amscan
 
   Holdings, Inc. and Timothy J. Benson (incorporated herein by reference to Exhibit 10.5 to the
 
   Current Report on Form 8-K as filed by Factory Card & Party Outlet Corp. on September 18, 2007).
   
(d)(8)
   Primary Supply and Consignment Agreement dated January 26, 2006 between Factory Card & Party
 
   Outlet Corp. and Amscan Holdings, Inc. (incorporated herein by reference to Exhibit 10.30 to the
 
   Annual Report on Form 10-K as filed by Factory Card & Party Outlet Corp. on April 19, 2006).
   
(g)
   None.
   
(h)
   None.
   
     
   
+    Previously filed on October 1, 2007.
   
++   Previously filed on November 6, 2007.

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SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

         
        AMSCAN HOLDINGS, INC.
 
Dated:   November 16, 2007   By: /s/ Michael Correale
Name: Michael Correale
Title:   Chief Financial Officer
 
        AMSCAN ACQUISITION, INC.
 
Dated:   November 16, 2007   By: /s/ Robert J. Small
Name: Robert J. Small
Title:   President

4 EX-99.A.5.D 2 y41123a3exv99waw5wd.htm EX-99.A.5.D: PRESS RELEASE EX-99.A.5.D

 

Exhibit (a)(5)(D)

AAH HOLDINGS CORPORATION SUCCESSFULLY ACQUIRES APPROXIMATELY 92.6% OF FACTORY
CARD & PARTY OUTLET CORP. COMMON SHARES

     Elmsford, NY and Naperville, IL, November 16, 2007 — AAH Holdings Corporation and Factory Card & Party Outlet Corp. (Nasdaq: FCPO) today jointly announced the expiration, as of 11:59 p.m., Eastern time, on November 15, 2007, of the subsequent offering period in the tender offer made by Amscan Acquisition, Inc., an indirect wholly-owned subsidiary of AAH Holdings, for all of the outstanding shares of Factory Card & Party Outlet common stock at $16.50 per share, net to the seller in cash, without interest and less any required withholding taxes. According to the final report of the depositary for the offer, as of the expiration of the subsequent offer period, 3,182,850 shares, representing approximately 92.6% of the outstanding common stock of Factory Card & Party Outlet, were validly tendered and not withdrawn.

     In accordance with the terms of the Agreement and Plan of Merger, dated as of September 17, 2007, among Amscan Holdings, Inc., Amscan Acquisition and Factory Card & Party Outlet, Amscan Acquisition will merge with and into Factory Card & Party Outlet, and Factory Card & Party Outlet will become a wholly-owned subsidiary of Amscan Holdings. In the merger, each share of Factory Card & Party Outlet’s outstanding common stock will be cancelled and (except for shares held by Amscan Holdings, its subsidiaries or stockholders properly exercising statutory appraisal rights under Delaware law) will be converted into the right to receive $16.50 per share, net to the seller in cash, without interest and less any required withholding taxes. Thereafter, Factory Card & Party Outlet’s common stock will cease to be traded on the Nasdaq Global Market. It is currently anticipated that the merger will be implemented on an expedited basis pursuant to the short-form procedure available under Delaware law. Following the merger, instructions will be mailed to Factory Card & Party Outlet stockholders who did not tender in the offer outlining the steps to be taken to obtain the merger consideration.

About Factory Card & Party Outlet Corp.

     Founded in 1989, Factory Card & Party Outlet Corp. is well-recognized by consumers as a source of social expressions and party supply merchandise, including greeting cards, gift wrapping, ribbon, party supplies, balloons and novelty and celebratory items for birthdays, holidays and other festive occasions, sold at everyday value prices. It has 185 stores in 19 states, chiefly in the Midwest and Mid-Atlantic states, and has approximately 2,700 associates. For more information, visit www.factorycard.com.

About AAH Holdings Corporation

     AAH Holdings Corporation, a company primarily owned by Berkshire Partners, Weston Presidio and AAH Holdings management, designs, manufactures, and distributes party goods, including paper and plastic tableware, metallic balloons, accessories, novelties, gifts and stationery. AAH Holdings’ retail division currently operates more than 428 company-owned stores and has approximately 330 franchise stores in the United States. After giving effect to the acquisition, AAH Holdings’ operating units will have annual sales of approximately $1.4 billion. Including the sales of franchisee-owned stores, total network sales will be approximately $2.0 billion. AAH Holdings also operates a division of temporary Halloween stores operating as Halloween USA. For more information, visit www.amscan.com and www.partycity.com.

Notice to Investors:

     This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer was made pursuant to a tender offer statement on Schedule TO (including the

5

 

     Offer to Purchase, Letter of Transmittal and other related tender offer materials), as amended, filed by Amscan Holdings, Inc., a wholly-owned subsidiary of AAH Holdings with the Securities and Exchange Commission (SEC). Stockholders should read the tender offer statement (and related materials), as amended, because they contain important information. Those materials may be obtained for no charge on the SEC’s website at www.sec.gov.

     Statements in this press release regarding the proposed acquisition of Factory Card & Party Outlet Corp., regarding the timing and consummation of the transaction and any other statements about management’s future expectations, beliefs, goals, plans or prospects constitute forward looking statements that are based on management’s beliefs, certain assumptions and current expectations. Any statements that are not statements of historical fact (including statements containing the words “believes”, “will”, “plans”, “anticipates”, “expects” and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to satisfy the merger agreement conditions and consummate the transaction, the level of stockholder acceptance of the proposed transactions, and the other factors described in the Annual Report on Form 10-K for the year ended December 31, 2006 of Amscan Holdings, Inc., a subsidiary of AAH Holdings, Factory Card & Party Outlet Corp.’s Annual Report on Form 10-K for the fiscal year ended February 3, 2007 and their respective subsequent SEC filings. This press release speaks only as of the date hereof, and except to the extent required by law, AAH Holdings Corporation and Factory Card & Party Outlet Corp. disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

Investor Contacts:
Timothy J. Benson
Factory Card & Party Outlet Corp.
(630) 579-2231
TBenson@factorycard.com
 
Robert J. Small
AAH Holdings Corporation
(617) 227-0050
RSmall@BerkshirePartners.com

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