PARTY CITY CORP
8-K, 1999-09-17
MISCELLANEOUS SHOPPING GOODS STORES
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                       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): September 12, 1999
                                                  ------------------



                             PARTY CITY CORPORATION
                             ----------------------
             (Exact name of registrant as specified in its charter)



          Delaware                        0-27826               22--3033692
          --------                        -------               -----------
(State of other jurisdiction         (Commission File          (IRS Employer
     of incorporation)                    Number)            Identification No.)



400 Commons Way, Rockaway, NJ                              07866
- ----------------------------------------                   -----
(Address of principal executive offices)                Zip Code



Registrant's telephone number, including area code: (973) 983-0888
                                                    --------------



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Item 6. Resignation of Registrant's Director

(a) On September 12, 1999, Steven Mandell resigned from the Board of Directors
of Party City Corporation (the "Company"). Mr. Mandell's letter of resignation
is filed as Exhibit 17.1 hereto and incorporated herein by reference.

     A copy of the press release issued by the Company announcing Mr. Mandell's
resignation is attached hereto as Exhibit 99.1 and incorporated herein by
reference.

Item 7. Financial Statements and Exhibits

     17.1   Letter from Steven Mandell to Party City Corporation, dated
            September 12, 1999

     99.1   Press release of Party City Corporation, dated September 17, 1999.



<PAGE>


                                   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.


                                        PARTY CITY CORPORATION



Dated: September 17, 1999               By: /s/ Thomas E. Larson
                                            ------------------------------
                                        Name:  Thomas E. Larson
                                        Title: Chief Financial Officer




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                                                                    EXHIBIT 17.1

                                Steven H. Mandell
                               Post Office Box 85
                              New Vernon, NJ 07976



September 12, 1999


Mr. Jack Futterman
Chairman of the Board
Party City Corporation
400 Commons Way
Rockaway, NJ  07866

Dear Jack:

For the reasons contained in this letter, I hereby resign effective immediately
as a member of the Board of Directors of Party City Corporation (the "Company").

As the founder of the company, and the creator of the concepts for marketing and
retailing the products it sells, which have been viewed as the model in the
industry, following my stepping down as Chief Executive Officer in favor of you,
I had anticipated having a continuing meaningful role with the Company to create
and employ the marketing and retailing concepts. Unfortunately, the Board has
decided that I should not play such a role with the Company and instead to offer
me a "consulting" agreement as an effort to window dress my exit from the
Company.

I believe that the loss of my meaningful involvement with the Company will be
detrimental to the Company's ability to reorganize itself and will be viewed
negatively by the franchisees, most of whom hold me in high regard for what I
have created.

Accordingly, since the Board has determined that I should not play a meaningful
role with the Company, I no longer wish to continue as a member of the Board of
Directors, in a distinct minority role, where my voice and influence will be of
little accord.

I request that you file this letter as a public document with the Securities and
Exchange Commission and otherwise publicly disclose the contents hereof, as
required by Item 6, paragraph (a) of Form 8-K.

Very truly yours,

/s/ Steven H. Mandell

Steven H. Mandell




<PAGE>


                                                                    EXHIBIT 99.1

                                  NEWS RELEASE

                                              Contact:  Gordon Keil
                                                        Senior Vice President
                                                        (973) 983-0888 Ext. 224


FOR IMMEDIATE RELEASE

     ROCKAWAY, N.J. September 17, 1999 -- Party City Corporation announced today
that its founder and former Chief Executive Officer, Steven Mandell, has
resigned as a director of the Corporation.

     Jack Futterman, Chairman and CEO of the company stated: "Steve Mandell made
important contributions to Party City and the entire party goods industry. We
thank him for his contribution and wish him well in the future."

     Party City is a specialty retailer of party supplies through its national
network of discount super stores.

     Except for historical information contained herein, the statements in this
release are forward-looking and made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
involve known and unknown risks and uncertainties, which may cause the Company's
actual results in future periods to differ materially from forecasted results.
Those risks include, among other things, the competitive environment in the
party goods industry in general and in the Company's specific market areas,
inflation, changes in costs of goods and services and economic conditions in
general. Those and other risks are more fully described in the Company's filings
with the Securities and Exchange Commission.


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