Factory Card & Party Outlet Corp - Written communication relating to an issuer or third party (SC TO-C)
18 Setembro 2007 - 1:11PM
Edgar (US Regulatory)
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): September 18, 2007
AMSCAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other
Jurisdiction of
Incorporation)
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000-21827
(Commission File
Number)
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13-3911462
(IRS Employer Identification No.)
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80 Grasslands Road, Elmsford, New York
(Address of Principal Executive Offices)
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10523
(Zip Code)
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Registrants telephone number, including area code: (914) 345-2020
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into Material Definitive Agreement.
On September 17, 2007, Amscan Holdings, Inc., a Delaware corporation (Amscan), and Amscan
Acquisition, Inc., a Delaware corporation and direct wholly owned subsidiary of Amscan (Merger
Sub and, together with Amscan, the Company), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Factory Card & Party Outlet Corp., a Delaware corporation (Factory
Card). Pursuant to the Merger Agreement, the Company has agreed to acquire Factory Card by means
of a cash tender offer (the Offer) for all of the issued and outstanding shares of common stock
(including all stock issuable on the exercise of outstanding warrants and stock options), par value
$0.01 per share, of Factory Card, at a price of $16.50 per share, without interest thereon and less
any required withholding taxes (as defined in the Merger Agreement). Pursuant to the Merger
Agreement, after successful completion of the Offer, Merger Sub will merge with and into Factory
Card, with Factory Card continuing as the surviving corporation and a direct wholly owned
subsidiary of Amscan (the Merger). Factory Card is a customer of Amscan.
The Offer is subject to customary closing conditions, including there being validly tendered and
not withdrawn at the time the offer expires not less than a majority of the common stock then
outstanding on a fully diluted basis, and the absence of a material adverse effect (as defined in
the Merger Agreement). Amscan, Merger Sub and Factory Card have each agreed, subject to certain
limitations, to use reasonable efforts to take actions required to consummate the transactions
contemplated by the Merger Agreement. Factory Card, Amscan and Merger Sub have each made customary
representations, warranties and covenants in the Merger Agreement.
The Merger Agreement has been approved by the board of directors of each of Amscan and Merger Sub,
and by Factory Cards board of directors. Factory Cards board of directors has the right, subject
to conditions specified in the Merger Agreement, to withdraw, modify or change its support of the
Offer if Factory Card receives a superior proposal (as defined in the Merger Agreement) prior to
the expiration of the Offer. The Company has the right under the Merger Agreement to match any
superior proposal received by Factory Card. In specified circumstances, if the Offer is not
consummated, Factory Card would have the right to receive a termination fee of $4 million under the
Merger Agreement. In other specified circumstances, if the Offer is not consummated, the Company
would have the right to receive a termination fee of $2 million under the Merger Agreement.
A copy of the Merger Agreement is filed herewith as Exhibit 2.1 and incorporated by reference
herein. The description of certain terms of the Merger Agreement set forth herein does not purport
to be complete and is qualified in its entirety by reference to the Merger Agreement.
Item 8.01. Other Events
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On September 18, 2007, the Companys parent, AAH Holdings Corporation, and Factory Card issued a
joint press release announcing the Merger Agreement. A copy
of the press release is filed herewith as Exhibit 99.1 hereto.
Important Additional Information Will Be Filed with the Securities and Exchange Commission (SEC)
This current report is neither an offer to purchase nor a solicitation of an offer to sell shares
of Factory Cards stock. The Company has not commenced the tender offer that is referred to in
this communication.
At the time the Offer is commenced, the Company will file with the SEC and mail to Factory Cards
shareholders a tender offer statement on Schedule TO and related exhibits, including the offer to
purchase, letter of transmittal and other related documents. Following commencement of the Offer,
Factory Card will file with the SEC a solicitation/recommendation statement on Schedule 14D-9.
These filings will contain important information about Factory Card, the Company, the transaction
and other related matters. Investors and security holders are urged to read each of these
documents carefully when they are filed and become available.
Investors and security holders will be able to obtain free copies of these documents when they are
filed with the SEC through the website maintained by the SEC at www.sec.gov. In addition,
investors and security holders will be able to obtain free copies of these documents from Factory
Card by directing a request to Factory Card & Party Outlet
Corp., 2727 Diehl Road, Naperville, IL 60563-2371, Attention: Timothy J. Benson, Chief Financial
Officer, (630) 579-2231, or from the Company by directing a request to Amscan Holdings, Inc., 80
Grasslands Road, Elmsford, NY, 10523, Attention: Michael Correale, Chief Financial Officer, (914)
345-2020.
This current report contains forward-looking statements (as defined in the Private Securities
Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at
any time. The forward-looking statements are made a number of times throughout the document and may
be identified by forward-looking terminology such as estimate, project, expect, believe,
may, will, intend or similar statements or variations of such terms.
The forward-looking statements involve known and unknown risks, uncertainties and other factors
that are, in some cases, beyond our control. You are cautioned that these statements are good only
at the time made and are not guarantees of future performance and that actual results and trends in
the future may differ materially. Unless otherwise required by applicable securities laws, the
Company assumes no obligation to update its forward-looking statements to reflect subsequent events
or circumstances.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, by and among Amscan
Holdings, Inc., Amscan Acquisition, Inc., and Factory
Card & Party Outlet Corp., dated September 17, 2007.
Filed herewith.
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99.1
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Joint Press Release of AAH Holdings Corporation and
Factory Card & Party Outlet Corp., dated September 18,
2007. Filed herewith.
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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.
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AMSCAN HOLDINGS, INC.
(Registrant)
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Dated: September 18, 2007
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By:
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/s/ Michael Correale
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Name:
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Michael Correale
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, by and among Amscan
Holdings, Inc., Amscan Acquisition, Inc., and Factory
Card & Party Outlet Corp., dated September 17, 2007.
Filed herewith.
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99.1
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Joint Press Release of AAH Holdings Corporation and
Factory Card & Party Outlet Corp., dated September 18,
2007. Filed herewith.
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