-----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, JvNE/qk+TkiplUJd7+3NomB0cShPutDRM9BnJWfcQ2HzTZP4Xl+SCzkEEXy+YHKF EbumCcW27VPUEnRf7pk7ig== 0000898822-97-001108.txt : 19971222 0000898822-97-001108.hdr.sgml : 19971222 ACCESSION NUMBER: 0000898822-97-001108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971219 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971219 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSCAN HOLDINGS INC CENTRAL INDEX KEY: 0001024729 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 133911462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21827 FILM NUMBER: 97741352 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 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 December 19, 1997 Date of Report (Date of earliest event reported) Amscan Holdings, Inc. (Exact name of registrant as specified in its charter) DELAWARE 000-21827 13-3911462 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 80 Grasslands Road Elmsford, New York 10523 (Address of principal executive offices) (Zip Code) (914) 345-2020 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT. The information set forth under Item 5, below, is incorporated by reference herein in its entirety. ITEM 5. OTHER EVENTS. On December 19, 1997, Amscan Holdings, Inc. (the "Company") announced the consummation of the merger (the "Merger") of Confetti Acquisition, Inc., a Delaware corpora- tion ("Confetti") affiliated with GS Capital Partners II, L.P. and certain other private investment funds managed by Goldman, Sachs & Co. (collectively "GSCP"), with and into the Company pursuant to the Agreement and Plan of Merger, dated as of August 10, 1997 (the "Merger Agreement"), providing for, among other things, the recapitalization of the Company, with the Company as the surviving corporation. The Estate of John A. Svenningsen (the "Estate"), which owned approximately 72% of the outstanding shares of the Common Stock, par value $0.10 per share ("Common Stock"), of the Company prior to the Merger, elected to retain almost 10% of the outstanding shares of the Company's Common Stock. No other stockholder elected to retain shares. The stockholders other than the Estate will be entitled to receive $16.50 per share in cash. Upon consummation of the Merger, GSCP held approximately 82.5% of the shares of the Company's Common Stock. In connection with the Merger, the Company was capitalized with approximately $75 million in equity of which GSCP invested approximately $62 million and the Estate retained approximately $7.5 million of equity. The balance of the equity is held by management of the Company. In connection with the Merger, the Company entered into $167 million of senior credit facilities with Goldman Sachs Credit Partners L.P., as Arranger and Syndication Agent, and Fleet National Bank, as Administrative Agent. The Company also issued $110 million of 9 7/8% Senior Subordinated Notes due 2007 that were lead managed by Goldman, Sachs & Co. The Company has informed The Nasdaq Stock Market, Inc. that it has voluntarily terminated its listing of the Company Common Stock as Nasdaq National Market securities. A press release issued by the Company on December 19, 1997 is attached hereto as Exhibit 99.1 and is incorpo- rated herein by reference and the foregoing description is qualified in its entirety by reference to such press release. - 2 - ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Title 99.1 Press release of the Company, dated De- cember 19, 1997. - 3 - 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 hereunto duly autho- rized. AMSCAN HOLDINGS, INC. By: /s/ James M. Harrison Name: James M. Harrison Title: President DATE: December 19, 1997 - 4 - EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION 99.1 Press release of the Company, dated December 19, 1997. - 5 - EX-99 2 EXHIBIT 99.1 AMSCAN CLOSES MERGER WITH GS CAPITAL PARTNERS II, L.P. AFFILIATE Elmsford, N.Y. - December 19, 1997 - Amscan Holdings, Inc. (NASDAQ: AMSN) today announced the consummation of its merger with Confetti Acquisition, Inc., a corporation affiliated with GS Capital Partners II, L.P. and certain other private investment funds managed by Goldman, Sachs & Co. ("GSCP"). At a stockholders meeting held on December 17, 1997, approximately 87% of the outstanding shares of Amscan common stock were voted in favor of the merger. As previously announced, Amscan stockholders were able to elect to receive $16.50 per share in cash, or $9.33 per share in cash plus a retained interest in Amscan equal to one share for every 150,000 shares elected, with fractional shares paid in cash at the investment price of GSCP. The Estate of John A. Svenningsen elected to retain almost 10% of the outstanding shares of Amscan common stock. No other stockholder elected to retain shares. The stockholders other than the Estate will be entitled to receive $16.50 per share in cash. In connection with the merger, Amscan was capitalized with approximately $75 million in equity of which GSCP invested approximately $62 million and the Estate of John A. Svenningsen retained approximately $7.5 million of equity. The balance of the equity is held by management. In connection with the merger, Amscan entered into $167 million of senior credit facilities with Goldman Sachs Credit Partners L.P., as Arranger and Syndication Agent, and Fleet National Bank, as Administrative Agent. Amscan also issued $110 million of 9 7/8% Senior Subordinated Notes due 2007 that were lead managed by Goldman, Sachs & Co. Amscan is a leading designer, manufacturer and wholesale distributor of paper and plastic party goods. Amscan products include a broad array of decorative plates, cups, napkins, tablecovers, invitations, and novelty items which are sold through more than 20,000 retail outlets throughout North America, Europe and Australia. Amscan reported sales for the twelve months ending September 30, 1997 of approximately $207 million. Amscan Contact: GSCP Contact: Mike Correale Peter Rose (914) 784-4050 (212) 902-5400 -----END PRIVACY-ENHANCED MESSAGE-----