UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
The Goldman Sachs Group, L.P.
85 Broad Street
New York, NY 10004
U.S.A.
2. Date of Event Requiring Statement (Month/Day/Year)
August 10, 1997
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Amscan Holdings, Inc.
AMSN
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director (X) 10% Owner ( ) Officer (give title below) ( ) Other
(specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
( ) Form filed by One Reporting Person
(X) Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________________
Table I -- Non-Derivative Securities Beneficially Owned |
___________________________________________________________________________________________________________________________________|
1. Title of Security |2. Amount of |3. Ownership |4. Nature of Indirect |
| Securities | Form: | Beneficial Ownership |
| Beneficially | Direct(D) or | |
| Owned | Indirect(I) | |
___________________________________________________________________________________________________________________________________|
<S> <C> <C> <C>
___________________________________________________________________________________________________________________________________|
<CAPTION>
___________________________________________________________________________________________________________________________________
Table II -- Derivative Securitites Beneficially Owned |
___________________________________________________________________________________________________________________________________|
1.Title of Derivative |2.Date Exer- |3.Title and Amount | |4. Conver-|5. Owner- |6. Nature of Indirect |
Security | cisable and | of Underlying | |sion or |ship | Beneficial Ownership |
| Expiration | Securities | |exercise |Form of | |
| Date(Month/ |-----------------------|---------|price of |Deriv- | |
| Day/Year) | |Amount |deri- |ative | |
| Date | Expira- | |or |vative |Security: | |
| Exer- | tion | Title |Number of|Security |Direct(D) or | |
| cisable | Date | |Shares | |Indirect(I) | |
___________________________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C> <C> <C> <C>
Option (see below) (Cont|(see belo|(see belo|Common Stock |15,024,61|$9.83 |(see below |(see below) |
ingent right to buy) |w) |w) | |6 | | | |
- - -----------------------------------------------------------------------------------------------------------------------------------|
___________________________________________________________________________________________________________________________________|
</TABLE>
Explanation of Responses:
This Initial Statement of Beneficial Ownership is filed by Confetti
Acquisition, Inc., a Delaware corporation ("Confetti"), GS Capital
Partners II, L.P., a Delaware limited partnership ("GSCP II"), GS Capital
Partners II Offshore, L.P., a Cayman Islands exempted limited partnership
("GSCP II Offshore"), GS Capital Partners II (Germany) C.L.P., a German
civil law partnership ("GSCP II Germany" and, together with GSCP II and
GSCP II Offshore, "GSCP"), GS Advisors, L.P., a Delaware limited
partnership ("GS Advisors"), GS Advisors II (Cayman), L.P., a Cayman
Islands exempted limited partnership ("GS Advisors Cayman"), Goldman,
Sachs & Co. oHG, a German general partnership ("GS oHG"), Goldman, Sachs &
Co., a New York limited partnership ("Goldman Sachs"), and The Goldman
Sachs Group, L.P., a Delaware limited partnership ("GS Group" and,
together with Confetti, GSCP, GS Advisors, GS Advisory Cayman, GS oHG and
Goldman Sachs, the "Reporting Persons"). All of the common stock of
Confetti is owned by GSCP and GS Group. GS Advisors is the sole general
partner of GSCP II, GS Advisors Cayman is the sole general partner of GSCP
II Offshore, and GS oHG is the sole managing partner of GSCP II Germany.
Each of GS Advisors, GS Advisors Cayman and GS oHG is an affiliate of
Goldman Sachs and GS Group. Goldman Sachs serves as the investment
manager of GSCP. GS Group, one of the general partners of Goldman
Sachs, owns a 99% interest in Goldman Sachs.
In connection with an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 10, 1997, between Amscan Holdings, Inc., a
Delaware corporation ("Amscan") and Confetti, Confetti has entered into a
Voting Agreement (the "Voting Agreement"), dated as of August 10, 1997,
with the Estate of John A. Svenningsen (the "Estate") and Christine
Svenningsen (the "Individual"), wife of John A. Svenningsen and executrix
of the Estate, who together are the beneficial owners of 15,024,616 shares
of Common Stock of Amscan (the "Subject Shares"). Pursuant to the Voting<PAGE>
Agreement, the Estate and the Individual have, among other things, granted
Confetti an irrevocable option (the "Option") to acquire the Subject
Shares, in whole and not in part, at a price of $9.83 per share in cash
(the "Share Exercise Price"), subject to certain conditions set forth the
Voting Agreement, exercisable during the 90-day period following a
termination of the Merger Agreement, other than pursuant to a termination
upon mutual consent of Amscan and Confetti or pursuant to a termination by
Amscan based on an actual material breach by Confetti of its obligations
under the Merger Agreement. The covenants and agreements contained in the
Voting Agreement with respect to the Subject Shares will terminate upon
the earliest of (x) the effective time of the merger pursuant to the
Merger Agreement, (y) the termination of the Merger Agreement based upon
mutual consent of Amscan and Confetti or the termination by Amscan based
on an actual material breach by Confetti of its obligations under the
Merger Agreement, or (z) the 91st day following another termination of the
Merger Agreement pursuant to its terms (after which termination the Option
becomes exercisable), subject to certain extensions if the Option has been
exercised but the closing of such exercise has not occurred.
Prior to the Option becoming exercisable and being exercised, the
Reporting Persons expressly disclaim beneficial ownership of the shares of
Common Stock of Amscan which are purchasable by Confetti upon the Option
becoming exercisable and being exercised. Neither the filing of this
Initial Statement of Beneficial Ownership nor any of its contents shall be
deemed to constitute an admission that any Reporting Person is the
beneficial owner of the Common Stock subject to the Option for purposes of
Section 13(d) or 16 of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly
disclaimed.
**Intentional misstatements or (see attached sheet) August 20, 1997
omissions of facts constitute --------------------- ----------------
-----
Federal Criminal Violations. **Signature of Date:
See 18 U.S.C. 1001 and Reporting Person
15 U.S.C. 78ff(a).
Note: File three copies of this
Form, one of which must be
manually signed. If space
provided is insufficient,
See Instruction 6 for procedure.
SEC 1473 (8-92) <PAGE>
FORM 3 CONTINUATION SHEET
Item 1: The Goldman Sachs Group, L.P.
85 Broad Street
New York, NY 10004
Item 2: August 10, 1997
Item 4: Amscan Holdings, Inc. (NASDAQ: AMSN)
INSTRUCTION 5(b)(v)
LIST OF OTHER REPORTING PERSONS
WITH PRINCIPAL BUSINESS ADDRESSES
CONFETTI ACQUISITION, INC.
GS CAPITAL PARTNERS II, L.P.
GS ADVISORS, L.P.
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
GS CAPITAL PARTNERS II OFFSHORE, L.P.
GS ADVISORS II (CAYMAN), L.P.
c/o Maples and Calder
P.O. Box 309
Grand Cayman, Cayman Islands
GS CAPITAL PARTNERS II (GERMANY) C.L.P.
GOLDMAN, SACHS & CO. OHG
MesseTurm Friedrich-Ebert-Anlage 49
60308 Frankfurt am Main, Germany<PAGE>
FORM 3 CONTINUATION SHEET
Item 1: The Goldman Sachs Group, L.P.
85 Broad Street
New York, NY 10004
Item 2: August 10, 1997
Item 4: Amscan Holdings, Inc. (NASDAQ: AMSN)
SIGNATURES OF REPORTING PERSONS
Dated: August 20, 1997
CONFETTI ACQUISITION, INC.
By: /s/ Terence M. O'Toole
Name: Terence M. O'Toole
Title: President
GS CAPITAL PARTNERS II, L.P.
By: GS Advisors, L.P.
its general partner
By: GS Advisors, Inc.
its general partner
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: President
GS ADVISORS, L.P.
By: GS Advisors, Inc.
its general partner
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: President
<PAGE>
GS CAPITAL PARTNERS II OFFSHORE, L.P.
By: GS Advisors II (Cayman), L.P.
its general partner
By: GS Advisors II, Inc.
its general partner
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: President
GS ADVISORS II (CAYMAN), L.P.
By: GS Advisors, II, Inc.
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: President
GS CAPITAL PARTNERS II (GERMANY) C.L.P.
By: GOLDMAN, SACHS & CO. OHG,
its managing partner
By: GOLDMAN, SACHS & CO.
Finanz GmbH, its managing partner
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: Attorney-in-Fact
GOLDMAN, SACHS & CO. OHG
By: Goldman, Sachs & Co.
Finanz GmbH, its managing partner
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: Attorney-in-Fact
<PAGE>
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: Managing Director
THE GOLDMAN SACHS GROUP, L.P.
By: The Goldman Sachs Corporation,
its general partner
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: Executive Vice President
