------------------------------------------------------------------------------
------------------------------------------------------------------------------
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 17, 1998
AMSCAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-21827 13-3911462
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
80 Grasslands Road
Elmsford, New York 10523
(Address of Principal Executive Offices)
(914) 345-2020
(Registrant's telephone number, including area code)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 17, 1998, Amscan Holdings, Inc. (the "Registrant"), a
Delaware corporation, completed the acquisition (the "Acquisition") of all the
capital stock of Anagram International, Inc. ("Anagram"), a privately-held
Minnesota corporation, and certain related companies (collectively, the "Anagram
Companies") pursuant to a Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated as of August 6, 1998, by and among the Registrant and Garry
Kieves and certain related stockholders of the Anagram Companies (the
"Sellers"), all of whom were signatories to the Stock Purchase Agreement. The
Stock Purchase Agreement was previously filed as an Exhibit to the Registrant's
Form 8-K dated as of August 6, 1998. In connection with the Acquisition, the
Registrant entered into stock option and employment agreements with Garry
Kieves, the founder and principal stockholder of the Anagram Companies.
The purchase price under the Stock Purchase Agreement was negotiated
between the Registrant and the Sellers. The Acquisition was funded in part from
borrowings under credit facilities established under the Amended and Restated
Revolving Loan Credit Agreement and the Amended and Restated AXEL Credit
Agreement, both dated as of September 17, 1998, by and among the Registrant, the
financial institutions parties thereto, Goldman, Sachs Credit Partners L.P., as
arranger and syndication agent, and Fleet National Bank, as administrative
agent.
On September 18, 1998, the Registrant issued a press release
relating to the consummation of the Acquisition. A copy of the press release is
attached as Exhibit 1 hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Financial statements are not being included in this initial report.
Required financial statements will be filed by December 1, 1998.
(c) Exhibits.
1. Press release, dated September 18, 1998, relating to the
transaction between Amscan Holdings, Inc. and Anagram
International, Inc. and certain related companies.
-2-
<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.
AMSCAN HOLDINGS, INC.
By: /s/ James M. Harrison
-----------------------------
Name: James M. Harrison
Title: President
-3-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1. Press release, dated September 18, 1998, relating to the
transaction between Amscan Holdings, Inc. and Anagram
International, Inc. and certain related companies.
-4-
EXHIBIT 1
8/5/98
PRESS RELEASE FOR IMMEDIATE RELEASE
AMSCAN COMPLETES ACQUISITION OF ANAGRAM
Elmsford, NY, September 18, 1998 - Amscan Holdings, Inc. ("Amscan")
announced today that it has completed the acquisition of metallic balloon
manufacturer and distributor Anagram International, Inc. and certain related
companies ("Anagram") in a transaction valued at approximately $87 million,
including the issuance of Amscan equity and the payment or assumption of certain
Anagram indebtedness. Amscan financed the transaction with approximately $40
million of senior term debt, approximately $20 million of additional revolving
credit borrowings, cash on hand and the issuance of approximately $13 million of
equity to Anagram's existing stockholders.
Anagram was founded in 1977 by Garry Kieves and other members of the
Kieves family and is based in a suburb of Minneapolis, Minnesota. Anagram is
engaged in the production and worldwide sale of metallic balloons and other
products made of synthetic materials to master distributors and mass merchants
for resale to novelty, gift and industrial markets. Anagram's product line
includes over 1,700 different types of metallic balloons and other related gift,
party and toy products.
Amscan designs, manufactures and distributes decorative party goods,
offering one of the broadest and deepest product lines in the industry. Amscan's
products include paper and plastic tableware (such as plates, napkins,
tablecovers, cups and cutlery), accessories (such as invitations, thank-you
cards, table and wall decorations and balloons) and novelties (such as games and
party favors). Amscan's products are sold to party goods superstores,
independent card and gift retailers, mass merchandisers and other distributors
which sell Amscan products in more than 20,000 retail outlets throughout the
world, including North America, Australia and Europe.
For further information, contact:
James M. Harrison or Michael A. Correale
Amscan
80 Grasslands Road
Elmsford, New York 10523
(914) 784-4014
