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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1) (1)
PARTY CITY CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
702145103
(CUSIP Number)
STEVEN MANDELL
400 COMMONS WAY
ROCKAWAY, NEW JERSEY 07866
(201) 983-0888
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 14, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes.)
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CUSIP NUMBER: 702145103 PAGE 2 OF 6 PAGES
1) Name of Reporting Persons and S.S. or I.R.S. Identification Nos. of
Above Persons:
Name: Steven Mandell
S.S. No.: ###-##-####
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: U.S. Citizen
Number of (7) Sole Voting Power: 1,966,667*
Shares Bene-
ficially (8) Shared Voting Power: - 0 -
Owned by
Each (9) Sole Dispositive Power: 1,966,667*
Reporting
Person With (10) Shared Dispositive Power: - 0 -
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,966,667*
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 24.06%
14) Type of Reporting Person (See Instructions): IN
* This figure includes shares owned by Mandell Family Limited
Partnership, a limited partnership organized under the laws of New
Jersey, wholly-owned by the Reporting Person. See also the disclosure
provided in response to Item 5 thereof.
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CUSIP NUMBER: 702145103 PAGE 3 OF 6 PAGES
1) Name of Reporting Persons and S.S. or I.R.S. Identification Nos. of
Above Persons:
Name: Mandell Family Limited Partnership
2) Check the Appropriate Box if a Member of a Group (See Instructions)
1. (a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): AF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: New Jersey
Number of (7) Sole Voting Power: 500,000
Shares Bene-
ficially (8) Shared Voting Power: - 0 -
Owned by
Each (9) Sole Dispositive Power: 500,000
Reporting
Person With (10) Shared Dispositive Power: - 0 -
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 500,000
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 6.12%
14) Type of Reporting Person (See Instructions): PN
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CUSIP NUMBER: 702145103 PAGE 4 OF 6 PAGES
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock ("Common Stock") of Party
City Corporation (the "Issuer").
The address of the principal executive offices of the Issuer is as
follows:
Party City Corporation
400 Commons Way
Rockaway, New Jersey 07866
ITEM 2. IDENTITY AND BACKGROUND
1. (a) Steven Mandell
(b) c/o Party City Corporation
400 Commons Way
Rockaway, New Jersey 07866
(Business Address)
(c) Mr. Mandell currently serves as the President and Chairman of the
Board of Directors for the Issuer.
(d) No
(e) No
(f) U.S. Citizen
2. Mandell Family Limited Partnership is a limited liability
partnership organized under the laws of New Jersey having its principal business
and office address located at c/o Party City Corporation, 400 Commons Way,
Rockaway, New Jersey 07866. Mandell Family Limited Partnership has not been
involved in any proceeding requiring disclosure under subparagraphs (d) or (e)
of this Item 2.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
1. STEVEN MANDELL
Of the 1,966,667 shares of the Issuer reported as beneficially owned by
Mr. Mandell hereunder, 1,466,667 shares are owned individually by Mr. Mandell
and 500,000 are owned by Mandell Family Limited Partnership. The entire
1,966,667 shares of Common Stock were purchased by Mr. Mandell with personal
funds.
2. MANDELL FAMILY LIMITED PARTNERSHIP
The 500,000 shares of the Issuer owned by Mandell Family Limited
Partnership were received from Mr. Mandell.
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CUSIP NUMBER: 702145103 PAGE 5 OF 6 PAGES
ITEM 4. PURPOSE OF TRANSACTION
1. Mr. Mandell's initial acquisition of the aforementioned securities
of the Issuer is for the purpose of investment.
2. Mandell Family Limited Partnership's acquisition of the
aforementioned securities of the Issuer is for the purpose of investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Table below sets forth the aggregate number of shares and
percentage of Common Stock beneficially owned by each of the Reporting Persons.
The information herein pertaining to the Issuer's issued and outstanding Common
Stock is as of April 30, 1997, at which time there were issued and outstanding
8,175,500 shares of the Issuer's Common Stock and 516,250 Common Stock Purchase
Options.
<TABLE>
<CAPTION>
Aggregate Amount of
Reporting Person Title of Class Beneficial Ownership Percentage of Class
- ---------------- -------------- -------------------- -------------------
<S> <C> <C> <C>
Steven Mandell Common Stock 1,966,667 (1) 24.06%
Mandell Family Limited
Partnership Common Stock 500,000 6.12%
</TABLE>
(1) This figure consists of (i) 1,466,667 shares held by Mr. Mandell
individually and (ii) 500,000 shares held by Mandell Family Limited Partnership.
Mr. Mandell serves as the sole General Partner of the Mandell Family Limited
Partnership.
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(b) The number of shares as to which Mr. Mandell has sole power to vote
or direct the vote, shared power to vote or direct the vote, sole power to
dispose or direct the disposition, or shared power to dispose or direct the
disposition is as follows:
(i) Sole Voting Power. Mr. Mandell has sole voting power with
respect to 1,966,667 shares of Common Stock of the Issuer
beneficially owned.
(ii) Shared Voting Power. Mr. Mandell does not hold any Common
Stock of the Issuer with shared voting power.
(iii) Sole Dispositive Power. Mr. Mandell has sole power to
dispose or to direct the disposition with respect to 1,966,667
shares of Common Stock of the Issuer beneficially owned.
(iv) Shared Dispositive Power. Mr. Mandell does not share
power to dispose or to direct the disposition of shares of
Common Stock of the Issuer.
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CUSIP NUMBER: 702145103 PAGE 6 OF 6 PAGES
(c) The Reporting Persons made the following transactions of shares of
Common Stock of the Issuer since the filing of the Reporting Persons' Schedule
13D on March 10, 1997:
1. STEVEN MANDELL
On April 14, 1997, Mr. Mandell sold 400,000 shares of Issuer's
Common Stock pursuant to a registration statement on Form S-1 (File No.
333-22893) as it became effective on April 7, 1997.
2. MANDELL FAMILY LIMITED PARTNERSHIP
None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURE
After reasonable 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.
/s/ Steven Mandell
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Dated: May 7, 1997 Steven Mandell
