-----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, VpODQ39WBig87Uz2b0n0oKj6YipwqS4v2Co8+SiJtoZY54o3BJvme91FQxdqx12K klHyNPzOVeAlbRD3id2FhA== 0001209191-05-065752.txt : 20051228 0001209191-05-065752.hdr.sgml : 20051228 20051228173136 ACCESSION NUMBER: 0001209191-05-065752 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051223 FILED AS OF DATE: 20051228 DATE AS OF CHANGE: 20051228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKSHIRE FUND V L P CENTRAL INDEX KEY: 0001069736 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27826 FILM NUMBER: 051289579 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6172270050 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PARTY CITY CORP CENTRAL INDEX KEY: 0001005972 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 223033692 STATE OF INCORPORATION: DE FISCAL YEAR END: 0702 BUSINESS ADDRESS: STREET 1: 450 COMMONS WAY STREET 2: BLDG C CITY: ROCKAWAY STATE: NJ ZIP: 07860 BUSINESS PHONE: 9739830888 MAIL ADDRESS: STREET 1: 400 COMMONS WAY CITY: ROCKAWAY STATE: NJ ZIP: 07866 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMSCAN HOLDINGS INC CENTRAL INDEX KEY: 0001024729 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27826 FILM NUMBER: 051289580 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKSHIRE INVESTORS LLC CENTRAL INDEX KEY: 0001122645 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27826 FILM NUMBER: 051289577 BUSINESS ADDRESS: STREET 1: BERKSHIRE PARTNERS STREET 2: ONE BOSTON PLACE 33RD FLOOR CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6172270050 MAIL ADDRESS: STREET 1: BERKSHIRE PARTNERS STREET 2: ONE BOSTON PL. #3300 CITY: BOSTON STATE: MA ZIP: 02108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKSHIRE FUND VI LTD PARTNERSHIP CENTRAL INDEX KEY: 0001223654 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27826 FILM NUMBER: 051289578 BUSINESS ADDRESS: STREET 1: BERKSHIRE PARTNERS STREET 2: ONE BOSTON PL. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172270050 MAIL ADDRESS: STREET 1: BERKSHIRE PARTNERS STREET 2: ONE BOSTON PL CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AAH Holdings CORP CENTRAL INDEX KEY: 0001340554 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27826 FILM NUMBER: 051289576 BUSINESS ADDRESS: STREET 1: C/O BERKSHIRE PARTNERS LLC STREET 2: ONE BOSTON PLACE, SUITE 3300 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: (617) 227-0050 MAIL ADDRESS: STREET 1: C/O BERKSHIRE PARTNERS LLC STREET 2: ONE BOSTON PLACE, SUITE 3300 CITY: BOSTON STATE: MA ZIP: 02108 4 1 b58233ah.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-12-23 1 0001005972 PARTY CITY CORP PCTY 0001024729 AMSCAN HOLDINGS INC 80 GRASSLANDS ROAD ELMSFORD NY 10523 0 0 1 0 0001069736 BERKSHIRE FUND V L P ONE BOSTON PLACE SUITE 3300 BOSTON MA 02108 0 0 1 0 0001223654 BERKSHIRE FUND VI LTD PARTNERSHIP ONE BOSTON PLACE SUITE 3300 BOSTON MA 02108 0 0 1 0 0001122645 BERKSHIRE INVESTORS LLC ONE BOSTON PLACE SUITE 3300 BOSTON MA 02108 0 0 1 0 0001340554 AAH Holdings CORP 80 GRASSLANDS ROAD ELMSFORD NY 10523 0 0 1 0 Common Stock 2005-12-23 4 J 0 19818206 17.50 A 19818206 D Amscan Holdings, Inc., together with AAH Holdings Corporation, Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Invesors LLC (each a "Reporting Person" and collectively the "Reporting Persons") are filing this statement as a result of the acquisition of all of the outstanding common stock of the Issuer by Amscan Holdings, Inc. on December 23, 3005, pursuant to an Agreement and Plan of Merger, by and among Amscan Holdings, Inc., BWP Acquisition, Inc. and Party City Corporation, dated as of September 26, 2006, AAH Holdings Corporation owns all of the outstanding capital stock of Amscan Holdings, Inc., and Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Investors LLC collectively own a majority of the outstanding capital stock of AAH Holdings Corporation (as amended, the "Merger Agreement"). By virtue of their direct and indirect ownership of Amscan Holdings, Inc., AAH Holdings Corporation, Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Investors LLC may be deemed to have beneficial ownership of the outstanding equity securities of the Issuer. BWP Acquisition, Inc. was merged with and into the Issuer (the "Merger") on December 23, 2005, pursuant to the terms of the Merger Agreement. At the effective time of the Merger, all 19,818,206 outstanding shares of common stock of the Issuer were cancelled, extinguished and converted into the right to receive $17.50 per share in cash, without interest, and each share of common stock of BWP Acquisition, Inc. (all of which were owned by Amscan Holdings, Inc. prior to the Merger) was converted and exchanged for one newly issued, fully paid and nonassessable share of common stock of the surviving corporation, Party City Corporation. Also, in connection with the Merger, outstan ding options to purchase common stock of the Issuer were cancelled in exchange for the spread between $17.50 per share and the exercise price of such options. The Issuer is no longer registered pursuant to Section 12 as a result of the transaction with Amscan Holdings, Inc. and the Reporting Persons are no longer required to file reports under Section 16 with respect to the Issuer. /s/ Robert J. Small, Chairman of the Board, Amscan Holdings, Inc. 2005-12-28 EX-99 2 b58233sp1.txt ADDITIONAL EXHIBITS Attachment to Form 4 - Joint Filer Information Pursuant to Instruction 4(b)(v) of the General Instructions to Form 4, this joint filer information is also being filed on behalf of the Reporting Persons set forth below as an exhibit to the Form 4 filed by Amscan Holdings, Inc. with respect to beneficial ownership of securities of Party City Corporation (PCTY). The date of event requiring this statement is December 23, 2005.

Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they beneficially own any Common Stock referred to herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended (the "Act"). The Reporting Persons have no pecuniary interest in the Common Stock. Each Reporting Person, pursuant to Rule 16a-1(a)(4) promulgated under the Act, hereby expressly disclaims that it is the beneficial owner of such shares. The Reporting Persons may be deemed to be, but do not admit to be, members of a "group" holding over 10% of the outstanding common stock of Party City Corporation for purposes of Section 13(d)(3) of the Exchange Act. Signature of Reporting Persons: AAH HOLDINGS CORPORATION By: /s/ Robert J. Small December 28, 2005 ---------------------- ------------------------ Name: Robert J. Small Date Title: Chairman of the Board BERKSHIRE FUND V, LIMITED PARTNERSHIP By: Fifth Berkshire Associates LLC, its General Partner By: /s/ Robert J. Small December 28,2005 --------------------- - ------------------------ Name: Robert J. Small Date Title: Managing Director BERKSHIRE FUND VI, LIMITED PARTNERSHIP By: Sixth Berkshire Associates LLC, its General Partner By: /s/ Robert J.Small December 28,2005 -------------------- ------------------------ Name: Robert J. Small Date Title Managing Director BERKSHIRE INVESTORS LLC By: /s/ Robert J.Small December 28,2005 ------------------- ------------------------ Name: Robert J. Small Date Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----