UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) October 11, 2005
PARTY CITY CORPORATION
(Exact name of Registrant
as Specified in Charter)
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| Delaware
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0-27826
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22-3033692 |
(State or Other
Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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400 Commons Way, Rockaway, NJ
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07866 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (973) 983-0888
Check the appropriate box below if the Form 8-K 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 a Material Definitive Agreement
Amendment
to Merger Agreement
On
October 11, 2005, Party City Corporation (the
“Company”) entered into Amendment No. 1
(“Amendment One”) to the Agreement and
Plan of Merger, dated as of September 26, 2005 (as amended, the “Merger Agreement”), by and among the
Company, Amscan Holdings, Inc., a Delaware corporation (“Parent”), and BWP Acquisition,
Inc., a Delaware corporation and a wholly owned subsidiary of Parent.
Amendment One changes the definition of “Termination Date”
under the Merger Agreement to March 1, 2006.
A copy of
Amendment One is attached to this Current Report on Form 8-K as
Exhibit 2.1 and is incorporated herein by reference as though
fully set forth herein. The foregoing Summary of Amendment One is
qualified in its entirety by the complete text of Amendment One filed
herewith.
Important Additional Information Will be Filed with the SEC
The Company plans to file with the SEC and mail to its stockholders a Proxy Statement in connection
with the merger. The Proxy Statement will contain important information about the Company, the
merger and related matters. Investors and security holders are urged to read the Proxy Statement and any other relevant documents
carefully when it is available.
Investors and security holders will be able to obtain free copies of the Proxy Statement and other
documents filed with the SEC by the Company through the web site maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the Proxy
Statement from the Company by contacting Investor Relations, Party City Corporation, 400 Commons
Way, Rockaway, New Jersey 07866, (973) 983-0888 ext. 8333.
The Company and its directors and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated by the Merger Agreement.
Information regarding the Company’s directors and executive officers is contained in the Company’s
Annual Report on Form 10-K for the year ended July 2, 2005 and its proxy statement dated October 13, 2004
for its 2004 annual meeting of shareholders, which are filed with the SEC. As of September 22, 2005, the Company’s directors and
executive officers beneficially owned 7,024,189 shares, or
approximately 32.6%, of the
Company’s common stock.
Cautionary Note Regarding Forward-Looking Statements
Statements in this document regarding the proposed merger, the expected effects, timing and
completion of the proposed transaction and any other statements about Party City’s future
expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing the words “believes,” “plans,”
“anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors that could cause actual results
or events to differ materially from those indicated by such forward-looking statements, including:
the ability to consummate the proposed transaction due to the failure to obtain stockholder
approval, the failure of Parent to consummate the necessary debt financing arrangements set forth
in a commitment letter received by Parent or the failure to satisfy other conditions to the closing
of the proposed transaction, the ability to recognize the benefits of the transaction, intense
competition in Party City’s industry, changes in government regulation, failure to manage the
integration of acquired companies and other risks that are contained in documents and the other
factors described in Party City’s Annual Report on Form 10-K for the year ended July 2, 2005. In
addition, any forward-looking statements represent Party City’s