-----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, H6ECdVtllecteNZH4fzRzh4czcmeW13KMix4/RjoItwT8kA9oxEaqrAIJO1F9T1X 4JYZBkyqICxAnUf+cWnJXA== 0000950135-04-002402.txt : 20040506 0000950135-04-002402.hdr.sgml : 20040506 20040506134457 ACCESSION NUMBER: 0000950135-04-002402 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040430 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040506 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: 04784361 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 b505738ke8vk.txt AMSCAN HOLDINGS INC. - -------------------------------------------------------------------------------- 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 30, 2004 -------------- -------------------- Amscan Holdings, Inc. (Exact name of registrant as specified in its charter) DELAWARE 000-21827 13--3911462 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 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) N/A (Former name or former address, if changes since last report) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On April 30, 2004, Amscan Holdings, Inc. (the "Company") issued the press releases attached hereto as Exhibits 99.1 and 99.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS: 99.1 Press Release of the Company dated April 30, 2004. 99.2 Press Release of the Company dated April 30, 2004. 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. By /s/ Michael A. Correale ------------------------- Michael A. Correale Chief Financial Officer Date: May 6, 2004. EXHIBIT INDEX The following designated exhibits are filed herewith: 99.1 Press Release of the Company dated April 30, 2004. 99.2 Press Release of the Company dated April 30, 2004. EX-99.1 2 b505738kexv99w1.txt PRESS RELEASE DATED 4/30/04 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 ACCEPTANCE OF $87.2 MILLION OF NOTES IN TENDER OFFER FOR ITS OUTSTANDING 9.875% SENIOR SUBORDINATED NOTES DUE 2007 ELMSFORD, NY - April 30, 2004 - Amscan Holdings, Inc. announced today that its tender offer for all of its outstanding 9.875% Senior Subordinated Notes due 2007 (the "Notes") expired at 12:00 noon, New York City time, today, and that it has accepted for payment and will purchase all Notes validly tendered pursuant to the tender offer and not withdrawn prior to such expiration. According to The Bank of New York, the depositary for the tender offer, approximately $87.2 million in aggregate principal amount of the Notes were validly tendered and not withdrawn. The holders of the tendered Notes who tendered their Notes prior to 5:00 p.m. New York City time on April 15, 2004, the consent payment deadline, will receive $1,035.42 per $1,000 principal amount of the Notes, plus accrued interest on the tendered Notes up to, but not including, the date of payment of the Notes. Holders who tendered their Notes after the consent payment deadline will receive $1,032.92 per $1,000 principal amount of the Notes, plus accrued interest on the tendered Notes up to, but not including, the date of payment of the Notes. Following the purchase of the Notes accepted in the tender offer, approximately $22.8 million in aggregate principal amount of the Notes will remain outstanding. The aggregate cost to purchase the Notes tendered pursuant to the tender offer was approximately $93.5 million. Goldman, Sachs & Co. acted as Dealer Manager and Solicitation Agent, Bondholder Communications Group acted as the Information Agent and The Bank of New York acted as the Depositary for the tender offer and the related consent solicitation. Persons with questions regarding the tender offer or the consent solicitation should contact Goldman, Sachs & Co., Credit Liability Management Group, at (877) 686-5059 (toll free). Requests for documentation may be directed to Bondholder Communications Group, at (888) 385-2663 (toll free). 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. -1- EX-99.2 3 b505738kexv99w2.txt PRESS RELEASE DATED 04/30/04 Exhibit 99.2 FOR IMMEDIATE RELEASE Contacts: Berkshire Partners LLC Jeanine H. Neumann, (617) 227-0050 Weston Presidio Michelle Brooks, (617) 988-2500 Amscan Holdings, Inc. James M. Harrison, (914) 784-4014 Michael A. Correale, (914) 784-4050 BERKSHIRE PARTNERS AND WESTON PRESIDIO COMPLETE RECAPITALIZATION OF AMSCAN HOLDINGS, INC. Boston, MA - April 30, 2004 - Berkshire Partners and Weston Presidio along with management today announced the completion of the recapitalization of Amscan Holdings, Inc. The transaction, including equity and debt, totaled approximately $560 million. Goldman, Sachs & Co. and Credit Suisse First Boston led a $175 million subordinated notes offering and Goldman Sachs and JP Morgan led a $255 million senior credit facility for the deal. Headquartered in Elmsford, New York, Amscan is the leading designer, manufacturer, and distributor of decorative party goods worldwide, and is the world's largest maker of metallic party balloons. Amscan also designs and distributes home, baby, wedding and other gift items. Amscan's products, more than 60% of which are designed and manufactured in-house, are sold to more than 40,000 retail outlets worldwide. At year end, the Company posted sales of approximately $400 million and adjusted EBITDA of $72 million. Amscan was previously controlled by GS Capital Partners II, L.P., and certain other funds managed by or otherwise affiliated with Goldman, Sachs & Co. According to CEO Gerald C. Rittenberg, "The recapitalization gives Amscan the continued financial strength and operating flexibility to allow the Company to exploit new growth opportunities. In addition, the commitment by Berkshire Partners and Weston Presidio is an affirmation of their belief in the long-term strength of Amscan, its management and market position." "Amscan is the leader in the party-goods industry because the Company has consistently created innovative products and delivered outstanding client service," said Robert J. Small, Managing Director at Berkshire Partners. "Amscan's overall excellence and profitable growth history are representative of the type of company Berkshire Partners seeks in its portfolio companies. We consider ourselves extremely fortunate to be their partner and investor." -1- Kevin M. Hayes, General Partner of Weston Presidio, added, "Amscan is well-positioned as a leader in a growing and economically resilient industry. Gerry Rittenberg and Jim Harrison have built a market leader responsive to an extremely diverse customer base." Goldman, Sachs & Co. advised Amscan on the transaction. Berkshire Partners has invested in mid-sized private companies for the past twenty years through six investment funds with aggregate capital commitments of approximately $3.5 billion. The firm's investment strategy is to seek companies that have strong growth prospects and to partner with talented management teams who are interested in being owners of the companies they operate. Berkshire has developed specific industry experience in several areas including consumer products, industrial manufacturing, transportation, communications, business services, and retailing and related services. Berkshire has been an investor in over 75 operating companies with more than $11.0 billion of acquisition value and combined revenues in excess of $14.0 billion. Additional information may be found at www.berkshirepartners.com. Weston Presidio, founded in 1991, is a private equity firm with over $2.3 billion under management. With offices in Boston, San Francisco, and Menlo Park, Weston Presidio has worked side by side with world-class management teams throughout North America and Europe. Weston Presidio has a multi-industry investment strategy that has allowed the firm to partner with over 200 portfolio companies in a variety of industries including consumer products and retail, manufacturing and industrial, media, service, and technology. For more information, visit www.westonpresidio.com. Amscan's statements in this press release 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. * * * -2- -----END PRIVACY-ENHANCED MESSAGE-----