SC TO-T/A

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

SCHEDULE TO
(Amendment No. 2)
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*	Amount Of Filing Fee**
$70,590,003		$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.

o 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:  o

     This Amendment No. 2 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 (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:

     At 12:00 midnight, Eastern time, on November 5, 2007, the offering period expired. Based on information provided by the Depositary, as of such time an aggregate of 2,989,073 Shares (including approximately 76,581 Shares subject to guarantees of delivery) were tendered pursuant to the Offer, representing approximately 86% of the outstanding Shares. Purchaser has accepted such tendered Shares for payment pursuant to the terms of the Offer. Payment for Shares accepted for payment is expected to be made promptly.

     In accordance with the Merger Agreement, Purchaser commenced a subsequent offering period in connection with the Offer, at 9:00 a.m., Eastern time, on November 6, 2007 for all remaining untendered Shares. The subsequent offering period will expire at 11:59 p.m., Eastern time, on November 15, 2007, unless extended pursuant to the Merger Agreement. Any such extension will be followed as promptly as practicable by public announcement, which will be issued no later than 9:00 a.m., Eastern time, on the next business day after the subsequent offering period was scheduled to expire. Shares properly tendered during this subsequent offering period will be accepted as they are tendered and paid for promptly as they are accepted. Stockholders who properly tender during the subsequent offering period will receive the same $16.50 per Share cash consideration that is payable to stockholders who tendered during the original offering period. Procedures for tendering Shares during the subsequent offering period are the same as during the initial offering period with two exceptions: (1) Shares cannot be delivered by the guaranteed delivery procedure and (2) pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, Shares tendered during the subsequent offering period may not be withdrawn.

     On November 6, 2007, AAH Holdings Corporation, the parent of Parent, and the Company issued a joint press release announcing the preliminary results of the Offer and the commencement of the subsequent offering period. The full text of this press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.

     In accordance with the Merger Agreement, following completion of the Offer, four members of the Company’s Board of Directors resigned, and the following designees of Parent were appointed to the Company’s Board of Directors: Gerald C. Rittenberg, James M. Harrison and Robert J. Small. In accordance with the Merger Agreement, four of the Company’s existing directors, Gary Rada, Ben Evans, Mone Anathan and Patrick O’Brien, will remain on the Board pending completion of the Merger. In addition, subject to the terms of the Merger Agreement, pending completion of the Merger, Parent is entitled, at its request, to have its designees appointed to the appropriate committees of the Board.

ITEM 12. EXHIBITS

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

(a)(1)(A)	Offer to Purchase dated October 1, 2007. +
(a)(1)(B)	Form of Letter of Transmittal. +

(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. +
(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. 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).
(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 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.

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 6, 2007	By: /s/ Michael Correale Name: Michael Correale Title: Chief Financial Officer
		AMSCAN ACQUISITION, INC.
Dated:	November 6, 2007	By: /s/ Robert J. Small Name: Robert J. Small Title: President

EX-99.A.5.C

Exhibit (a)(5)(C)

AAH HOLDINGS CORPORATION SUCCESSFULLY COMPLETES CASH TENDER OFFER FOR SHARES OF FACTORY CARD & PARTY OUTLET CORP. AND ANNOUNCES SUBSEQUENT OFFERING PERIOD

     Elmsford, NY and Naperville, IL, November 6, 2007 — AAH Holdings Corporation and Factory Card & Party Outlet Corp. (Nasdaq: FCPO) today jointly announced that Amscan Acquisition, Inc., an indirect wholly-owned subsidiary of AAH Holdings Corporation, has purchased all of the shares validly tendered and not withdrawn pursuant to its tender offer for all of the outstanding shares of Factory Card & Party Outlet Corp. common stock at $16.50 per share, net to the seller in cash, without interest and less any required withholding taxes.

     The tender offer and withdrawal rights expired at midnight, Eastern time, on November 5, 2007. According to the depositary for the offer, a total of 2,989,073 shares (representing approximately 86% of the outstanding shares), including 76,581 shares subject to guarantees of delivery, were tendered and not withdrawn prior to the expiration of the offer, and all such shares have been accepted for payment in accordance with the terms of the offer. Stockholders who validly tendered prior to the expiration of the offer and whose shares were not properly withdrawn will promptly receive the offer price of $16.50 per share, net to the seller in cash, without interest and less any required withholding taxes.

     AAH Holdings Corporation also announced that Amscan Acquisition has commenced a subsequent offering period for all of the remaining untendered shares which will expire at 11:59 pm, Eastern time, on November 15, 2007, unless extended. During this subsequent offering period, holders of shares of Factory Card & Party Outlet Corp. common stock who did not previously tender their shares may do so and Amscan Acquisition will promptly purchase any shares properly tendered as such shares are tendered for the same consideration, without interest, paid in the tender offer. Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period with two exceptions: (1) shares cannot be delivered by the guaranteed delivery procedure and (2) pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, shares tendered during the subsequent offering period may not be withdrawn. AAH Holdings Corporation and Amscan Acquisition reserve the right to extend the subsequent offering period in accordance with applicable law.

     After expiration of the subsequent offering period, Amscan Acquisition will acquire all of the remaining outstanding shares of Factory Card & Party Outlet Corp. common stock by means of a merger under Delaware law. As a result of the purchase of shares in the tender offer, Amscan Acquisition has sufficient voting power to approve the merger without the affirmative vote of any other Factory Card & Party Outlet Corp. stockholder. As a result of this merger, Factory Card & Party Outlet Corp. will become a wholly-owned subsidiary of Amscan Holdings, Inc., a wholly-owned subsidiary of AAH Holdings, and each share of Factory Card & Party Outlet Corp.’s outstanding common stock will be cancelled and (except for shares held by Amscan Holdings or its subsidiaries or stockholders properly exercising statutory appraisal rights under Delaware law) will be converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. Thereafter, Factory Card & Party Outlet Corp.’s common stock will cease to be traded on the Nasdaq Global Market.

     If AAH Holdings Corporation, through Amscan Acquisition, owns at least 90% of the outstanding shares of Factory Card & Party Outlet Corp. common stock after the subsequent offering period, the merger will be implemented on an expedited basis pursuant to the short-form merger procedure available under Delaware law.

     MacKenzie Partners, Inc. is the Information Agent for the tender offer. For questions and information about the tender offer and subsequent offering period, please call MacKenzie Partners toll-free at (800) 322-2885 (from the U.S. and Canada) or at (212)- 929-5500 (from outside the U.S. and Canada).

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, and the subsequent offering period is being made, pursuant to a tender offer statement on Schedule TO (including the 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 Corporation with the Securities and Exchange Commission (SEC). In addition, Factory Card & Party Outlet Corp. has filed a solicitation/recommendation statement on Schedule 14D-9, as amended, with the SEC with respect to the tender offer. The tender offer statement (and related materials), as amended, and the solicitation/recommendation statement, as amended, contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials may be obtained for no charge upon request to MacKenzie Partners, Inc., the information agent for the tender offer, by calling toll-free at 1-800-322-2885. In addition, all of those materials (and all other offer documents filed with the SEC) are available at 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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