-----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, L3hryX6nrq5ruBldT2RDRzHA9fXO5cdhUFFDT2EjIywRQQVkbDzjYUWb88ltLWoM KE9MC90WJXrrrUopp4C/rA== 0001275927-06-000056.txt : 20061005 0001275927-06-000056.hdr.sgml : 20061005 20061005083221 ACCESSION NUMBER: 0001275927-06-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060929 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061005 DATE AS OF CHANGE: 20061005 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: 061129860 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 form8k_09292006.txt FORM 8-K DATED SEPTEMBER 29, 2006 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) September 29, 2006 Amscan Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-21827 13-3911462 (Commission File Number) (IRS Employer Identification No.) 80 Grasslands Road, Elmsford, NY 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.) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ 1 Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement On September 29, 2006, AAH Holdings Corporation ("AAH"), the parent company of Amscan Holdings, Inc., entered into Amendment No. 3 to the AAH Holdings Corporation Stockholders Agreement ("Amendment No. 3"). Amendment No. 3 amended certain provisions of the existing AAH Holdings Corporation Stockholders Agreement relating to the rights of certain stockholders of AAH to participate in offerings of securities of AAH and to be provided with certain financial and business information. A copy of Amendment No. 3 is filed as Exhibit 10.1 hereto and is incorporated herein by reference. On December 21, 2005, AAH entered into Amendment No. 2 to the AAH Holdings Corporation Stockholders Agreement ("Amendment No. 2"). Amendment No. 2 amended certain provisions of the existing AAH Holdings Corporation Stockholders Agreement relating to certain restrictions and rights related to the transfer, sale or purchase of stock in AAH. A copy of Amendment No. 2 is filed as Exhibit 10.2 hereto and is incorporated herein by reference. Section 8 Other Events Item 8.01 Other Events. On September 29, 2006, AAH announced that it had acquired PA Acquisition Corp. A copy of the press release announcing the acquisition is attached as Exhibit 99.1 and incorporated herein by reference. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (a) Not applicable (b) Not applicable (c) Not applicable (d) Exhibit 10.1 Amendment No. 3 to the AAH Holdings Corporation Stockholders Agreement Exhibit 10.2 Amendment No. 2 to the AAH Holdings Corporation Stockholders Agreement Exhibit 99.1 Press Release dated September 29, 2006, issued by AAH Holdings Corporation. 2 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: October 5, 2006 By: /s/ Michael A. Correale --------------------------- Michael A. Correale Chief Financial Officer 3 EXHIBIT INDEX (d) Exhibit 10.1 Amendment No. 3 to the AAH Holdings Corporation Stockholders Agreement Exhibit 10.2 Amendment No. 2 to the AAH Holdings Corporation Stockholders Agreement Exhibit 99.1 Press Release dated September 29, 2006, issued by AAH Holdings Corporation. EX-10 2 ex10_1.txt AMENDMENT NO. 3 TO THE AAH STOCKHOLDER AGREEMENT Amendment No. 3 to the AAH Holdings Corporation Stockholders Agreement This Amendment No. 3, dated as of September 29, 2006, amends the AAH Holdings Corporation Stockholders Agreement dated as of April 30, 2004, first amended May 24, 2004 and second amended December 21, 2005 (the "Stockholders Agreement") by and among (i) AAH Holdings Corporation, a Delaware corporation (the "Company"), and (ii) the stockholders listed on the signature pages thereto (the "Stockholders"). Terms defined in the Stockholders Agreement and not otherwise defined herein are used herein as so defined. WHEREAS, on April 30, 2004 the Stockholders and the Company entered into the Stockholders Agreement for the purpose of regulating certain relationships of the Stockholders with regard to the Company and certain restrictions on the Common Stock and other equity securities owned by the Stockholders; WHEREAS, the Stockholders Agreement was amended in certain respects on May 24, 2005 and December 21, 2005; and WHEREAS, pursuant to Section 4.3 of the Stockholders Agreement, the Stockholders Agreement may be amended in certain respects as set forth herein. NOW, THEREFORE, the Stockholders Agreement is hereby amended as follows: 1. Rights of Participation. Section 2.7(a) is amended and restated as follows: "(a) Rights of Participation. The Company hereby grants: (i) to each Stockholder so long as it shall own at least 5% of the Shares, (ii) to each Berkshire Stockholder so long as the Berkshire Stockholders collectively own at least 5% of the Shares, (iii) to each WP Stockholder so long as the WP Stockholders collectively own at least 5% of the Shares, and (iv) to each Stockholder listed on Exhibit C hereof so long as it shall own at least the number of Shares set forth on such Exhibit, the right to purchase up to a pro rata portion of New Securities (as defined in paragraph (b) below) which the Company, from time to time, proposes to sell or issue following the date hereof. For purposes of this Section 2.7(a), a Stockholder's pro rata portion, for purposes of this Section 2.7, is the product of (A) a fraction, the numerator of which is the number of outstanding Shares which such Stockholder then owns (on a fully diluted basis after giving effect to the exercise of all Rollover Options, if any, and the conversion of all securities convertible into or exchangeable for Common Stock) and the denominator of which is the total number of such Shares held by all Stockholders (on a fully diluted basis after giving effect to the exercise of all Rollover Options, if any and the conversion of all securities convertible into or exchangeable for Common Stock), multiplied by (B) the number of New Securities the Company proposes to sell or issue. Notwithstanding the foregoing, in the event that the participation by any Stockholder in a sale by the Company of New Securities would require under applicable law (x) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities or (y) in the case of those Stockholders specified under clause (i) in the preceding paragraph, the provision to any such Stockholder of any material non-public information regarding the Company or such securities, such Stockholder shall not have the right to purchase New Securities pursuant to this Section, unless otherwise authorized by the Board. Without limiting the generality of the foregoing, it is understood and agreed that the Company shall not be under any obligation to effect a registration of such securities under the 1933 Act or similar state statutes." 2. Financial and Business Information. Section 2.8 is amended and restated as follows: "Financial and Business Information. From and after the date hereof, each Stockholder (other than those Stockholders set forth on Exhibit D hereto) holding more than five percent (5%) of the outstanding Shares shall be entitled to receive from the Company, upon request, the following information (i) as soon as practicable following the end of each fiscal quarter of the Company, unaudited quarterly financial reports; (ii) as soon as practicable following the end of each fiscal year of the Company, audited annual financial reports; and (iii) when and as approved by the Board of Directors, budgets and business plans of the Company. In addition, the Berkshire Stockholders and the WP Stockholders shall be entitled to receive from the Company, as soon as practicable following the end of each month, unaudited financial results. Each Stockholder listed on Exhibit D hereof, so long as it shall own at least the number of Shares set forth on such Exhibit, shall be entitled to receive from the Company, upon request, unaudited consolidated monthly financial statements, and at any time Amscan Holdings, Inc. or any successor is not required or does not elect to file public information with the SEC, upon reasonable request, the following information: (i) as soon as practicable following the end of each fiscal quarter of the Company, unaudited consolidated quarterly financial statements and (ii) as soon as practicable following the end of each fiscal year of the Company, audited consolidated annual financial statements; provided, however, that such Stockholder shall not be entitled to receive any such statements or information in the event that the Board of Directors of the Company reasonably and in good faith determines at any time that such Stockholder or an Affiliate of such Stockholder is competing with the Company or any of its subsidiaries." 3. Entire Agreement; Amendment; Waiver. Section 4.3 is amended by adding the following sentence prior to the second to last sentence thereof: "Without the consent of an affected Stockholder, no amendment may be made to modify, in any adverse respect, the rights of such Stockholder under Section 2.7(a) or Section 2.8; provided, however, that nothing herein shall prohibit the granting of any additional participation rights under 2.7(a) or information rights under Section 2.8 to any other Stockholders unless otherwise prohibited by the terms of this Agreement." 4. Miscellaneous. Except to the extent specifically amended by this Amendment No. 3, the Stockholders Agreement as currently in effect shall remain unmodified, and the Stockholders Agreement, as amended hereby is confirmed as being in full force and effect. This Amendment No. 3 shall be governed by the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. This Amendment No. 3 may be executed in two or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. This Amendment No. 3 shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. [The remainder of this page is intentionally left blank.] Amendment No. 3 to Stockholders Agreement IN WITNESS WHEREOF, the undersigned, representing the Company and a majority of the Stockholders have caused this Amendment No. 3 to the Stockholders Agreement to be duly executed as of the day and year first above written. THE COMPANY: AAH HOLDINGS CORPORATION By: /s/ James M. Harrison --------------------- Name: James M. Harrison Title: President Amendment No. 3 to Stockholders Agreement BERKSHIRE STOCKHOLDERS: BERKSHIRE FUND V, LIMITED PARTNERSHIP By: /s/ Robert J. Small ------------------- Name: Robert J. Small Title: Managing Director BERKSHIRE FUND VI, LIMITED PARTNERSHIP By: /s/ Robert J. Small ------------------- Name: Robert J. Small Title: Managing Director BERKSHIRE INVESTORS LLC By: /s/ Robert J. Small ------------------- Name: Robert J. Small Title: Managing Director WP STOCKHOLDERS: WESTON PRESIDIO CAPITAL IV, L.P. By: Weston Presidio Capital Management IV, LLC, its general partner By: /s/ Kevin M. Hayes ------------------ Name: Kevin M. Hayes Title: Member WPC ENTREPRENEUR FUND II, L.P. By: Weston Presidio Capital Management IV, LLC, its general partner By: /s/ Kevin M. Hayes ------------------ Name: Kevin M. Hayes Title: Member EX-10 3 ex10_2.txt AMENDMENT NO. 2 TO THE AAH STOCKHOLDERS AGREEMENT Amendment No. 2 to the AAH Holdings Corporation Stockholders Agreement This Amendment No. 2, dated as of December 21, 2005, amends the AAH Holdings Corporation Stockholders Agreement dated as of April 30, 2004, first amended May 24, 2004 (the "Stockholders Agreement") by and among (i) AAH Holdings Corporation, a Delaware corporation (the "Company"), and (ii) the stockholders listed on the signature pages thereto (the "Stockholders"). Terms defined in the Stockholders Agreement and not otherwise defined herein are used herein as so defined. WHEREAS, on April 30, 2004 the Stockholders and the Company entered into the Stockholders Agreement for the purpose of regulating certain relationships of the Stockholders with regard to the Company and certain restrictions on the Common Stock and other equity securities owned by the Stockholders; WHEREAS, the Stockholders Agreement was amended on May 24, 2005 to allow certain Permitted Transfers (as defined therein); and WHEREAS, pursuant to Section 4.3 of the Stockholders Agreement, the Stockholders Agreement may be amended in certain respects as set forth herein. NOW, THEREFORE, the Stockholders Agreement is hereby amended as follows: 1. Take Along. The following paragraph is added immediately following Section 2.4(c): "(d) In the event the consideration to be paid in exchange for Common Stock Equivalents in a Company Sale proposed pursuant to this Section 2.4 includes any securities, and the receipt thereof by a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall not have the right to sell shares of Common Stock and Common Stock Equivalents in such proposed Company Sale. In such event, the Take Along Group shall have the right, but not the obligation, to cause to be paid to such Stockholder in lieu thereof, against surrender of the Common Stock Equivalents which would have otherwise been included in the Company Sale, an amount in cash equal to the Fair Market Value of such Common Stock Equivalents as of the date such securities would have been issued in exchange for such Common Stock Equivalents." 2. Come Along. The following paragraph is added immediately following Section 2.5(d): "(e) In the event the consideration to be paid in exchange for shares of Common Stock in a Transfer proposed pursuant to this Section 2.5 includes any securities, and the receipt thereof by a Stockholder would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Stockholder of any information regarding the Company, such securities or the issuer thereof, such Stockholder shall not have the right to transfer shares of Common Stock in such proposed Transfer. In such event, the Transferors shall have the right, but not the obligation, to cause to be paid to such Stockholder in lieu thereof, against surrender of the shares of Common Stock which would have otherwise been transferred by such Stockholder in the proposed Transfer, an amount in cash equal to the Fair Market Value of such shares of Common Stock as of the date such securities would have been issued in exchange for such shares of Common Stock." 3. Rights of Participation. Section 2.7(a) is amended and restated as follows: "(a) Rights of Participation. The Company hereby grants: (i) to each Stockholder so long as it shall own at least 5% of the Shares, (ii) to each Berkshire Stockholder so long as the Berkshire Stockholders collectively own at least 5% of the Shares, and (iii) to each WP Stockholder so long as the WP Stockholders collectively own at least 5% of the Shares, the right to purchase up to a pro rata portion of New Securities (as defined in paragraph (b) below) which the Company, from time to time, proposes to sell or issue following the date hereof. For purposes of this Section 2.7(a), a Stockholder's pro rata portion, for purposes of this Section 2.7, is the product of (i) a fraction, the numerator of which is the number of outstanding Shares which such Stockholder then owns (on a fully diluted basis after giving effect to the exercise of all Rollover Options, if any, and the conversion of all securities convertible into or exchangeable for Common Stock) and the denominator of which is the total number of such Shares held by all Stockholders (on a fully diluted basis after giving effect to the exercise of all Rollover Options, if any and the conversion of all securities convertible into or exchangeable for Common Stock), multiplied by (ii) the number of New Securities the Company proposes to sell or issue. Notwithstanding the foregoing, in the event that the participation by any Stockholder in a sale by the Company of New Securities would require under applicable law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities or (ii) the provision to any Stockholder of any information regarding the Company or such securities, such Stockholder shall not have the right to purchase New Securities pursuant to this Section, unless otherwise authorized by the Board. Without limiting the generality of the foregoing, it is understood and agreed that the Company shall not be under any obligation to effect a registration of such securities under the 1933 Act or similar state statutes." 4. Miscellaneous. Except to the extent specifically amended by this Amendment No. 2, the Stockholders Agreement as currently in effect shall remain unmodified, and the Stockholders Agreement, as amended hereby is confirmed as being in full force and effect. This Amendment shall be governed by the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. This Amendment may be executed in two or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. This Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. [The remainder of this page is intentionally left blank.] Amendment No. 2 to Stockholders Agreement IN WITNESS WHEREOF, the undersigned, representing the Company and a majority of each of the Berkshire Stockholders, the WP Stockholders, the Management Stockholders and the Other Stockholders have caused this Amendment No. 2 to the Stockholders Agreement to be duly executed as of the day and year first above written. THE COMPANY: AAH HOLDINGS CORPORATION By: /s/ James Harrison ------------------ Name: James Harrison Title: President Amendment No. 2 to Stockholders Agreement BERKSHIRE STOCKHOLDERS: BERKSHIRE FUND V, LIMITED PARTNERSHIP By: /s/ Robert J. Small ------------------- Name: Robert J. Small Title: Managing Director BERKSHIRE FUND VI, LIMITED PARTNERSHIP By: /s/ Robert J. Small ------------------- Name: Robert J. Small Title: Managing Director BERKSHIRE INVESTORS LLC By: /s/ Robert J. Small ------------------- Name: Robert J. Small Title: Managing Director Amendment No. 2 to Stockholders Agreement WP STOCKHOLDERS: WESTON PRESIDIO CAPITAL IV, L.P. By: Weston Presidio Capital Management IV, LLC, its general partner By: /s/ Kevin M. Hayes ------------------ Name: Kevin M. Hayes Title: Member WPC ENTREPRENEUR FUND II, L.P. By: Weston Presidio Capital Management IV, LLC, its general partner By: /s/ Kevin M. Hayes Name: Kevin M. Hayes Title: Member Amendment No. 2 to Stockholders Agreement OTHER STOCKHOLDERS: /s/ Jordan Kanh --------------- Jordan Kahn RGIP, LLC By: /s/ R. Bradford Malt -------------------- Name: R. Bradford Malt Title: Managing Member Amendment No. 2 to Stockholders Agreement MANAGEMENT STOCKHOLDERS: /s/ Gerald Rittenberg --------------------- Gerald Rittenberg /s/ James Harrison ------------------ James Harrison Paul Ansolabehere Sheldon Babyatsky Fred Berg Laura Bucci John Conlon Michael Correale Kerry Cusato Ken Danforth Margaret Davis Barbara Devos Dawn Dodge James Dotti Dorothy Dyer Willard Finch Rose Giagrande Marie Gransbury Howard Harding Randy Harris Deborah Hatley Sean Hersey Derek Itzla Paula Kochon Katherine A. Kurtz Scott Lametto Craig Leaf William Mark Jackie Mather Karen McKenzie Michael Mostrom Cindi Olsen James Plutt George Reichel Paul Rosenbaum Maria Rubeo Christine Sacramone Susan Scott David Sherman Mark Sifferlin MaryLynn Slusher Diane D. Spaar Keith Spaar Greg Stack Eric Stollman Angela Stroh Walter Thompson Scott Van Reeth Patrick Venuti Joseph Walters Deborah Warren Craig Wiechman Robert Yedowitz /s/ James Harrison ------------------ By: James Harrison, the attorney-in-fact for each of the Stockholders listed above, in his capacity as Management Proxy pursuant to Section 4.1 of the Stockholders Agreement. EX-99 4 ex99_1.txt PRESS RELEASE DATED SEPTEMBER 29, 2006 CONTACTS: Robert J. Small AAH Holdings Corporation (617) 227-0050 For Immediate Release Matthew Kahn Gordon Brothers Group, LLC (617) 422-7801 PARTY AMERICA, A LEADING PARTY GOODS RETAILER, ACQUIRED BY AAH HOLDINGS CORPORATION Boston, MA - September 29, 2006 - Berkshire Partners LLC and Weston Presidio, through their holding company AAH Holdings Corporation, announced today the acquisition of PA Acquisition Corp., doing business as Party America ("Party America") from a division of Gordon Brothers Group, LLC. In connection with the acquisition, the outstanding common stock and subordinated debt of Party America were converted into shares of AAH Holdings Corporation common stock valued at $29.6 million. AAH Holdings also paid transaction costs of $0.6 million and repaid $12.3 million of Party America senior debt upon closing. Party America, headquartered in Alameda, California, is a leading chain of party supply stores. With a presence in 45 states, Party America has approximately 155 company-owned and franchise stores operated under the Party America brand, and operates more than 110 The Paper Factory stores located primarily in outlet centers. The addition of Party America, along with the acquisition of Party City Corporation last year, will give AAH Holdings a total of more than 760 corporate and franchise party supply stores. After giving effect to the acquisition, AAH Holdings' operating units will have sales of approximately $1.1 billion. Including the sales of franchisee-owned stores, total network sales will be approximately $1.6 billion. "The acquisition of Party America further advances our goal of building a strong, highly productive enterprise that is well-positioned to capitalize on the exciting growth opportunities we see in the party retailing market," said Gerry Rittenberg, Chief Executive Officer of AAH Holdings Corporation. "Party America is a strong, profitable business that, in a few short years, has grown into one of the leading party supply retailers in the U.S., with successful corporate, franchise and outlet center concepts. We look forward to working with the Party America employees and franchisees in the future." Ropes & Gray LLP served as legal advisor to AAH Holdings Corporation. Seyfarth Shaw LLP served as legal advisor to Party America. ABOUT AAH HOLDINGS CORP.: Through its subsidiary Amscan Holdings, Inc., AAH Holdings Corporation designs, manufactures, contracts for manufacture and distributes party goods, including paper and plastic tableware, metallic balloons, accessories, novelties, gifts and stationery. In December 2005, Amscan Holdings, Inc. acquired Party City Corporation, a leading retailer of party supplies that currently operates more than 240 company-owned stores and has approximately 260 franchise stores in the country-regionplaceUnited States. For more information, visit www.amscan.com and www.partycity.com. ABOUT BERKSHIRE PARTNERS: Berkshire Partners has invested in mid-sized private companies for more than 20 years through seven investment funds with aggregate capital commitments of approximately $6.5 billion. Berkshire seeks companies with acquisition values between $200 million and $1.5 billion and in a given transaction makes equity investments of approximately $50 million to $350 million. Berkshire has developed specific industry experience in several areas, including retailing and related services, consumer products, business services, manufacturing, transportation and communications. The firm's transactions have included leveraged acquisitions, growth equity investments, and turnarounds. Over the past two decades, Berkshire has been an investor in over 85 operating companies with more than $15 billion of acquisition value and combined revenues in excess of $20 billion. For additional information, visit www.berkshirepartners.com. ABOUT WESTON PRESIDIO: Weston Presidio, founded in 1991, is a private equity firm with over $3.3 billion under management to invest through growth equity investments, management buyouts and recapitalizations. With offices in Boston, San Francisco, and Menlo Park, Weston Presidio has worked side by side with world-class management teams throughout North America. Weston Presidio has a multi-industry investment strategy that has allowed the firm to partner with over 300 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. ABOUT GORDON BROTHERS GROUP: Founded in 1903, Gordon Brothers Group provides global advisory, operating and financial services. Gordon Brothers Group appraises, acquires and sells a wide range of assets, including inventory, real estate, industrial assets, accounts receivable and intellectual property. GB Merchant Partners, the private equity affiliate of Gordon Brothers Group, leverages Gordon Brothers' expertise within the retail and consumer products sectors to help grow its portfolio companies. For more information, visit www.gordonbrothers.com. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Statements in this document regarding the acquisition of Party America, the expected effects thereof and any other statements about future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" 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 recognize the benefits of the acquisition of Party America, intense competition in our industries, changes in government regulation, failure to manage the integration of acquired companies and other risks that are contained in documents and the other factors described in Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC by Amscan Holdings, Inc. # # # -----END PRIVACY-ENHANCED MESSAGE-----