8-K

UNITED STATES
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): December 21, 2009

AMSCAN HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 000-21827
(Commission File
Number) 13-3911462
(IRS Employer
Identification No.)

80 Grasslands Road, Elmsford, NY
(Address of Principal Executive Offices) 10523
(Zip Code)

Registrant’s telephone number, including area code: (914) 345-2020

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 21, 2009, Amscan Holdings, Inc. (“Amscan”) entered into an Asset Purchase Agreement with American Greetings Corporation (“American Greetings”) under which it acquired certain assets, equipment and processes used in the manufacture and distribution of party goods. In connection with the Asset Purchase Agreement, the companies also entered into a Supply and Distribution Agreement and a Licensing Agreement (collectively, the “Agreements”). Under the terms of the Agreements, effective on or about March 1, 2010, Amscan will have exclusive rights to manufacture and distribute products into various channels including the party store channel. American Greetings will continue to distribute party goods to various channels including to its mass, drug, grocery and specialty retail customers. American Greetings will purchase substantially all of their party goods requirements from Amscan. Amscan will license from American Greetings the “Designware brand” and other character licenses.

In connection with the Agreements, American Greetings received total consideration of $45,880,000, including cash of $24,880,000 and a warrant to purchase approximately 2% of the Common Stock of AAH Holdings Corporation, Amscan’s ultimate parent corporation.

Amscan issued a press release December 22, 2009 announcing the transaction, a copy of which is attached hereto as Exhibit 99.1.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibit 99.1 Press Release dated December 22, 2009, issued by Amscan Holdings, Inc.

A list of exhibits is set forth in the Exhibit Index which immediately precedes such Exhibits and is incorporated herein by reference.

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SIGNATURES

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 authorized.

	AMSCAN HOLDINGS, INC.
Date: December 23, 2009	By:	/s/ Michael A. Correale
		Michael A. Correale
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated December 22, 2009, — Amscan Holdings, Inc. Announces Strategic Alliance with American Greetings Corporation.

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EX-99.1

Exhibit 99.1

AMSCAN ANNOUNCES STRATEGIC ALLIANCE WITH AMERICAN GREETINGS

ELMSFORD, NEW YORK (December 22, 2009) — Amscan Holdings, Inc. (Amscan) today announced a strategic alliance with American Greetings Corporation (American Greetings) the Cleveland-based manufacturer and retailer of innovative social expression products.

As part of the alliance, Amscan acquired inventory, equipment and processes used by American Greetings in the manufacture and distribution of party goods. Amscan will have exclusive rights to manufacture and distribute products into various channels, including the party store channel. American Greetings will now source party goods from Amscan and will continue to distribute party goods to various channels, including to its mass, drug, grocery and specialty retail customers.

In connection with the transaction, American Greetings received cash of $24,880,000 and a warrant to purchase approximately 2% of the Common Stock of AAH Holdings Corporation, Amscan’s ultimate parent corporation.

Gerry Rittenberg, Amscan’s Chief Executive said, “We are excited by the opportunities that this new alliance with American Greetings provides. The strength of our two organizations will enable us to better serve the broad retail market.”

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CONTACT:

James M. Harrison, President

or

Michael A. Correale, Chief Financial Officer

Amscan Holdings, Inc.

914-345-2020

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Certain statements in this release may constitute forward-looking statements within the meaning of the Federal securities laws. Forward-looking statements involve known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from forecasted results. Those risks and uncertainties include, among other things, the effect of price and product competition in the party goods industry in general and in our specific market areas, our ability to anticipate customer demand for products and to design and develop products that will appeal to our customers, our ability to open new stores successfully and/or to identify, execute and integrate acquisitions and to realize synergies, the availability and terms of capital to fund capital improvements, acquisitions and ongoing operations, our ability to manage successfully our franchise program, our ability to improve our fundamental business processes and reduce costs throughout our organization, our ability to attract and retain qualified personnel, changes in availability and costs of goods and services and economic conditions in general. Please see our filings with the Securities and Exchange Commission for a more complete discussion and analysis of these and other risks and uncertainties. You are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this release, and we have no obligation or intention to update or revise such forward-looking statements.

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