Filed pursuant to Rule 424(b)(3)
Registration No. 333-45457
AMSCAN HOLDINGS, INC.
Supplement No. 2 to Prospectus
Dated February 24, 1998
The date of this Supplement is April 29, 1998
On April 29, 1998, Amscan Holdings, Inc. filed
the attached Current Report on Form 8-K.
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UNITED STATES
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) April 22, 1998
AMSCAN HOLDINGS, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 000-21827 13-3911462
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
80 Grasslands Road, Elmsford, New York 10523
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (914) 345-2020
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Item 4. Changes in Registrant's Certifying Accountants
(a) On April 22, 1998, Amscan Holdings, Inc. (the "Company") engaged Ernst
& Young LLP ("Ernst & Young") as its independent auditors for the fiscal year
ending December 31, 1998, to replace the firm of KPMG Peat Marwick LLP ("KPMG
Peat Marwick"), who were dismissed as the independent auditors of the Company
effective on such date. The decision to change independent auditors was approved
by the Company's Board of Directors.
The reports of KPMG Peat Marwick on the Company's consolidated financial
statements for each of the two years in the period ended December 31, 1997 did
not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Company's consolidated financial
statements for each of the two years ended December 31, 1997, and in the
subsequent interim period through April 22, 1998, there were no disagreements
("Disagreements") as defined in Item 304 (a) (1) (iv) and the instructions to
Item 304 of Regulation S-K, as amended, promulgated by the Securities and
Exchange Commission ("Regulation S-K") with KPMG Peat Marwick on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of KPMG Peat
Marwick, would have caused KPMG Peat Marwick to make reference to the matter in
their report. In addition, during the two year period ended December 31, 1997
and in the subsequent interim period through April 22, 1998, there were no
reportable events ("Reportable Events") as defined in Item 304 (a) (1) (v) of
Regulation S-K. The Company has requested KPMG Peat Marwick to furnish it a
letter addressed to the Securities and Exchange Commission, stating whether it
agrees with the above statements. A copy of that letter, dated April 29, 1998,
is filed as Exhibit 16 to this Form 8-K.
(b) On April 22, 1998, the Company engaged Ernst & Young as their
independent auditors for the fiscal year ending December 31, 1998. At no time
preceding April 22, 1998, has the Company (or anyone on behalf of the Company)
consulted with Ernst & Young on matters regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or (ii) any matter that was the subject of a
Disagreement with KPMG Peat Marwick or a Reportable Event.
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Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
16 Letter, dated April 29, 1998, from KPMG Peat Marwick LLP to the
Securities and Exchange Commission
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 authorized.
AMSCAN HOLDINGS, INC.
By: /s/ James M. Harrison
--------------------------------
James M. Harrison
President and Chief Financial
Officer
April 29, 1998
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KPMG Peat Marwick LLP
Stamford Square Telephone 203 356 9800 Telefax 203 967 3503
3001 Summer Street
Samford CT 06906
April 29, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Amscan Holdings, Inc. and, under
date of February 13, 1998, we reported on the consolidated financial statements
of Amscan Holdings, Inc. and subsidiaries as of December 31, 1997 and 1996 and
for each of the years in the three-year period ended Decemberr 31, 1997. On
April 22, 1998 our appointment as principal accountants was terminated. We have
read Amscan Holdings, Inc. statements included under Item 4 of its Form 8-K
dated April 29, 1998 and agree with such statements, except that we are not in a
position to agree or disagree with Amscan Holdings Inc. statements that the
change to Ernst & Young LLP was approved by the Board of Directors or that Ernst
& Young LLP was not consulted prior to their appointment.
Very truly yours,
/s/ KPMG PEAT MARWICK LLP
