-----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, N3ebJr+mZJjQdvxPcPfdd0+e+8Vywmfwu1LnVTpVEP6hvm/f+ycfTTEKLQJt8eyN IgM/4pfytvMeHgxrSsEg1Q== 0000898822-04-000290.txt : 20040414 0000898822-04-000290.hdr.sgml : 20040414 20040414143542 ACCESSION NUMBER: 0000898822-04-000290 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040414 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040414 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-14107 FILM NUMBER: 04732646 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 8-K 1 apr148k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2004 AMSCAN HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-21827 13-3911462 (Commission File No.) (IRS Employer Identification No.) 80 Grasslands Road Elmsford, New York 10523 (Address of principal executive offices, including ZIP code) (914) 345-2020 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On April 14, 2004, Amscan Holdings, Inc. issued the press release attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. 99.1 Press Release, dated as of April 14, 2004, issued by Amscan Holdings, Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: April 14, 2004 AMSCAN HOLDINGS, INC. By: /s/ Michael A. Correale ----------------------------------- Name: Michael A. Correale Title: Vice President, Chief Financial Officer EXHIBIT LIST Exhibit Description No. ----------- --- 99.1 Press Release, dated as of April 14, 2004, issued by Amscan Holdings, Inc. EX-99.1 3 apr148k991.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Amscan Holdings, Inc. James M. Harrison (914) 784-4014 Michael A. Correale (914) 784-4050 AMSCAN HOLDINGS, INC. ANNOUNCES EXPECTED OFFERING OF DEBT SECURITIES ELMSFORD, NY - April 14, 2004 - Amscan Holdings, Inc. ("Amscan" or "the Company") today announced that it expects to commence an offering under Rule 144A and Regulation S of $175 million principal amount of senior subordinated notes due 2014. The senior subordinated notes would be general unsecured obligations of the Company and would be subordinated to all existing and future senior debt of the Company. The net proceeds of the offering, together with amounts borrowed under a new senior secured credit facility and the proceeds of a cash equity investment by affiliates of Berkshire Partners LLC and Weston Presidio, are intended to be used to finance the Company's previously announced merger with affiliates of Berkshire Partners LLC and Weston Presidio, the Company's previously announced tender offer to purchase its existing 9.875% senior subordinated notes due 2007, the repayment of other existing indebtedness of the Company, and the payment of related fees and expenses. This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any of the existing senior subordinated notes. The simultaneous completion of the merger is one of the conditions to the offering. Subject to acceptable market and interest rate conditions, the Company anticipates completing the offering this month. This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The Company is offering the notes in reliance upon an exemption from registration under the Securities Act of 1933 for an offer and sale of securities that does not involve a public offering. The securities to be offered have not been and will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Amscan designs, manufactures and distributes decorative party goods, including paper and plastic tableware, accessories and novelties. Amscan also designs and distributes home, baby, wedding and other gift items. Any statements released by Amscan that are forward-looking are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Terms such as "intends," "anticipates," "expects," words of similar import and variations on such words are intended to identify forward-looking statements. Investors are cautioned that forward-looking statements necessarily involve risks and uncertainties which are difficult to predict and actual outcomes may materially vary from what is expressed or forecasted in such forward-looking statements. There is no assurance that the debt offer will be consummated. -----END PRIVACY-ENHANCED MESSAGE-----