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
December 19, 1997
Date of Report (Date of earliest event reported)
Amscan Holdings, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21827 13-3911462
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
80 Grasslands Road
Elmsford, New York 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)<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
The information set forth under Item 5, below, is
incorporated by reference herein in its entirety.
ITEM 5. OTHER EVENTS.
On December 19, 1997, Amscan Holdings, Inc. (the
"Company") announced the consummation of the merger (the
"Merger") of Confetti Acquisition, Inc., a Delaware corpora-
tion ("Confetti") affiliated with GS Capital Partners II,
L.P. and certain other private investment funds managed by
Goldman, Sachs & Co. (collectively "GSCP"), with and into the Company
pursuant to the Agreement and Plan of Merger, dated as of August
10, 1997 (the "Merger Agreement"), providing for, among other
things, the recapitalization of the Company, with the Company
as the surviving corporation. The Estate of John A. Svenningsen
(the "Estate"), which owned approximately 72% of the outstanding
shares of the Common Stock, par value $0.10 per share ("Common
Stock"), of the Company prior to the Merger, elected to retain
almost 10% of the outstanding shares of the Company's Common Stock.
No other stockholder elected to retain shares. The stockholders
other than the Estate will be entitled to receive $16.50 per share
in cash. Upon consummation of the Merger, GSCP held approximately
82.5% of the shares of the Company's Common Stock.
In connection with the Merger, the Company was
capitalized with approximately $75 million in equity of which
GSCP invested approximately $62 million and the Estate
retained approximately $7.5 million of equity. The balance of the
equity is held by management of the Company. In connection with the
Merger, the Company entered into $167 million of senior credit
facilities with Goldman Sachs Credit Partners L.P., as Arranger and
Syndication Agent, and Fleet National Bank, as Administrative Agent.
The Company also issued $110 million of 9 7/8% Senior Subordinated
Notes due 2007 that were lead managed by Goldman, Sachs & Co.
The Company has informed The Nasdaq Stock Market, Inc.
that it has voluntarily terminated its listing of the Company
Common Stock as Nasdaq National Market securities.
A press release issued by the Company on December
19, 1997 is attached hereto as Exhibit 99.1 and is incorpo-
rated herein by reference and the foregoing description is
qualified in its entirety by reference to such press release.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
No. Title
99.1 Press release of the Company, dated De-
cember 19, 1997.
- 3 -<PAGE>
SIGNATURE
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 autho-
rized.
AMSCAN HOLDINGS, INC.
By: /s/ James M. Harrison
Name: James M. Harrison
Title: President
DATE: December 19, 1997
- 4 -<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
99.1 Press release of the Company, dated December 19,
1997.
- 5 -
AMSCAN CLOSES MERGER WITH GS CAPITAL PARTNERS II, L.P. AFFILIATE
Elmsford, N.Y. - December 19, 1997 - Amscan Holdings, Inc.
(NASDAQ: AMSN) today announced the consummation of its merger
with Confetti Acquisition, Inc., a corporation affiliated with GS
Capital Partners II, L.P. and certain other private investment
funds managed by Goldman, Sachs & Co. ("GSCP"). At a
stockholders meeting held on December 17, 1997, approximately 87%
of the outstanding shares of Amscan common stock were voted in
favor of the merger.
As previously announced, Amscan stockholders were able to elect
to receive $16.50 per share in cash, or $9.33 per share in cash
plus a retained interest in Amscan equal to one share for every
150,000 shares elected, with fractional shares paid in cash at
the investment price of GSCP. The Estate of John A. Svenningsen
elected to retain almost 10% of the outstanding shares of Amscan
common stock. No other stockholder elected to retain shares. The
stockholders other than the Estate will be entitled to receive
$16.50 per share in cash.
In connection with the merger, Amscan was capitalized with
approximately $75 million in equity of which GSCP invested
approximately $62 million and the Estate of John A. Svenningsen
retained approximately $7.5 million of equity. The balance of
the equity is held by management. In connection with the
merger, Amscan entered into $167 million of senior credit facilities
with Goldman Sachs Credit Partners L.P., as Arranger and
Syndication Agent, and Fleet National Bank, as Administrative
Agent. Amscan also issued $110 million of 9 7/8% Senior Subordinated
Notes due 2007 that were lead managed by Goldman, Sachs & Co.
Amscan is a leading designer, manufacturer and wholesale
distributor of paper and plastic party goods. Amscan products
include a broad array of decorative plates, cups, napkins,
tablecovers, invitations, and novelty items which are sold
through more than 20,000 retail outlets throughout North
America, Europe and Australia. Amscan reported sales for the twelve
months ending September 30, 1997 of approximately $207 million.
Amscan Contact: GSCP Contact:
Mike Correale Peter Rose
(914) 784-4050 (212) 902-5400
