-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F2/dATxm8PNJCfj2/a6MPKwSscAovgVb9A4hmKozm7ciwTmw7BzwCyP4wAiitj6x 2bsYKQ1U9Bj+cajxrZtGVw== 0000936392-01-500057.txt : 20010313 0000936392-01-500057.hdr.sgml : 20010313 ACCESSION NUMBER: 0000936392-01-500057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010312 GROUP MEMBERS: MICHAEL E. TENNENBAUM GROUP MEMBERS: SPECIAL VALUE BOND FUND II,LLC GROUP MEMBERS: SPECIAL VALUE BOND FUND,LLC GROUP MEMBERS: SPECIAL VALUE INVESTMENT MGMT GROUP MEMBERS: SVIM/MSM II,LLC GROUP MEMBERS: SVIM/MSM,LLC GROUP MEMBERS: TENNENBAUM & CO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARTY CITY CORP CENTRAL INDEX KEY: 0001005972 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 223033692 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48035 FILM NUMBER: 1566689 BUSINESS ADDRESS: STREET 1: 450 COMMONS WAY STREET 2: BLDG C CITY: ROCKAWAY STATE: NJ ZIP: 07860 BUSINESS PHONE: 9739830888 MAIL ADDRESS: STREET 1: 400 COMMONS WAY CITY: ROCKAWAY STATE: NJ ZIP: 07866 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TENNENBAUM & CO LLC CENTRAL INDEX KEY: 0001018962 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954587347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: 32ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067-6100 BUSINESS PHONE: 3102017882 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS CITY: LOS ANGELES STATE: CA ZIP: 90067-6100 SC 13D/A 1 a70393a4sc13da.txt AMENDMENT NO. 4 TO SCHEDULE 13D 1 PAGE 1 OF 13 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)(1) PARTY CITY CORPORATION ------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE ------------------------------------------------------- (Title of Class of Securities) 702145103 ------------------------------------------------------- (CUSIP Number) SPECIAL VALUE BOND FUND, LLC C/O TENNENBAUM & CO., LLC 11100 SANTA MONICA BOULEVARD, SUITE 210 LOS ANGELES, CALIFORNIA 90025 (310) 566-1000 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 6, 2001 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ]. (Continued on the following pages) Page 1 of 12 Pages - ------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D - ------------------------ -------------------------- CUSIP NO. 702145103 PAGE 2 OF 13 - ------------------------ -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SPECIAL VALUE BOND FUND, LLC IRS NO.: 95-4758920 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 3,439,000 SHARES(1) PERSON WITH ----------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,439,000 SHARES(1) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,439,000 SHARES(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%(2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- (1) AN AGGREGATE OF 3,096,000 SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW). (2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF FEBRUARY 8, 2001, AS REPORTED BY PARTY CITY CORPORATION IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 2000 AND COMPUTED IN ACCORDANCE WITH RULE 13D-3(d)(1). *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D - ------------------------ -------------------------- CUSIP NO. 702145103 PAGE 3 OF 13 - ------------------------ -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SPECIAL VALUE BOND FUND II, LLC IRS NO.: 52-2263020 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 3,439,000 SHARES(1) PERSON WITH ----------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,439,000 SHARES(1) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,439,000 SHARES(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%(2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- (1) AN AGGREGATE OF 3,096,000 SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW). (2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF FEBRUARY 8, 2001, AS REPORTED BY PARTY CITY CORPORATION IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 2000 AND COMPUTED IN ACCORDANCE WITH RULE 13D-3(d)(1). *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 SCHEDULE 13D - ------------------------ -------------------------- CUSIP NO. 702145103 PAGE 4 OF 13 - ------------------------ -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SVIM/MSM, LLC IRS NO.: 95-4760193 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 3,439,000 SHARES(1) PERSON WITH ----------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,439,000 SHARES(1) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,439,000 SHARES(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%(2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- (1) AN AGGREGATE OF 3,096,000 SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW). (2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF FEBRUARY 8, 2001, AS REPORTED BY PARTY CITY CORPORATION IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 2000 AND COMPUTED IN ACCORDANCE WITH RULE 13D-3(d)(1). *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 SCHEDULE 13D - ------------------------ -------------------------- CUSIP NO. 702145103 PAGE 5 OF 13 - ------------------------ -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SVIM/MSMII, LLC IRS NO.: 52-2263031 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 3,439,000 SHARES(1) PERSON WITH ----------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,439,000 SHARES(1) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,439,000 SHARES(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%(2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- (1) AN AGGREGATE OF 3,096,000 SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW). (2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF FEBRUARY 8, 2001, AS REPORTED BY PARTY CITY CORPORATION IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 2000 AND COMPUTED IN ACCORDANCE WITH RULE 13D-3(d)(1). *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 SCHEDULE 13D - ------------------------ -------------------------- CUSIP NO. 702145103 PAGE 6 OF 13 - ------------------------ -------------------------- - ------- ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SPECIAL VALUE INVESTMENT MANAGEMENT, LLC IRS NO.: 95-4759860 - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO, WC - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------- ----- ----------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 3,439,000 SHARES(1) PERSON WITH ----- ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,439,000 SHARES(1) - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,439,000 SHARES(1) - ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7% (2) - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* OO - ------- ------------------------------------------------------------------------ (1) AN AGGREGATE OF 3,096,000 SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW). (2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF FEBRUARY 8, 2001, AS REPORTED BY PARTY CITY CORPORATION IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 2000 AND COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1). *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 SCHEDULE 13D - ------------------------ -------------------------- CUSIP NO. 702145103 PAGE 7 OF 13 - ------------------------ -------------------------- - ------- ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TENNENBAUM & CO., LLC IRS NO.: 95-4587347 - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO, WC - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------- ----- ----------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 3,439,000 SHARES(1) PERSON WITH ----- ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,439,000 SHARES(1) - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,439,000 SHARES(1) - ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7%(2) - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* OO - ------- ------------------------------------------------------------------------ (1) AN AGGREGATE OF 3,096,000 SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW). (2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF FEBRUARY 8, 2001, AS REPORTED BY PARTY CITY CORPORATION IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 2000 AND COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1). *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 SCHEDULE 13D - ------------------------ -------------------------- CUSIP NO. 702145103 PAGE 8 OF 13 - ------------------------ -------------------------- - ------- ------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MICHAEL E. TENNENBAUM S.S. NO.: ###-##-#### - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO, WC - ------- ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------- ----- ----------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 3,439,000 SHARES(1) PERSON WITH ----- ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,439,000 SHARES(1) - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,439,000 SHARES(1) - ------- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7% (2) - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------- ------------------------------------------------------------------------ (1) AN AGGREGATE OF 3,096,000 SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3 AND 4 BELOW). (2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF FEBRUARY 8, 2001, AS REPORTED BY PARTY CITY CORPORATION IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 2000 AND COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1). 9 Page 9 of 13 This Amendment No. 4 to Schedule 13D relating to Party City Corporation, a Delaware corporation ("Party City"), is being filed on behalf of the undersigned to amend the Schedule 13D filed with the Commission on August 26, 1999, as amended by Amendment No. 1 thereto filed with the Commission on September 13, 1999, Amendment No. 2 thereto filed with the Commission on January 21, 2000 and Amendment No. 3 thereto filed with the Commission on October 23, 2000 (together, the "Schedule 13D"). Terms defined in the Schedule 13D and not otherwise defined herein have the same meaning herein as in the Schedule 13D. ITEM 1. SECURITY AND ISSUER. The information in Item 1 is hereby amended and restated as follows: This statement relates to the beneficial ownership of 3,439,000 shares of Common stock, par value $.01 per share ("Common Stock"), of Party City. The principal executive offices of Party City are located at 400 Commons Way, Rockaway, New Jersey 07866. ITEM 2. IDENTITY AND BACKGROUND. The information in Item 2 is hereby amended and restated as follows: Special Value Bond Fund, LLC ("SVBF") and Special Value Bond Fund II, LLC ("SVBFII") are each Delaware limited liability companies. SVBF's and SVBFII's addresses are both 11100 Santa Monica Boulevard, Suite 210, Los Angeles, California 90025. The principal business of each of SVBF and SVBFII is making investments and managing assets. The managing member of SVBF is SVIM/MSM, LLC ("SVIM/MSM"), a Delaware limited liability company. The managing member of SVBFII is SVIM/MSMII, LLC ("SVIM/MSMII"), a Delaware limited liability company. The investment advisor to each of SVBF and SVBFII is Special Value Investment Management, LLC ("SVIM"), a Delaware limited liability company. In addition, SVIM manages a separate account (the "Separate Account"). The managing member of each of SVIM/MSM, SVIM/MSMII and SVIM is Tennenbaum & Co., LLC, a Delaware limited liability company ("TCO"). The managing member of TCO is Michael E. Tennenbaum, a United States citizen. Each of SVIM/MSM, SVIM/MSMII, SVIM and TCO have the same principal business and address as that of SVBF and SVBFII. Mr. Tennenbaum's principal occupation is serving as managing member of TCO and his address is the same as that of SVBF and SVBFII. SVBF, SVBFII, SVIM/MSM, SVIM/MSMII, SVIM, TCO and Mr. Tennenbaum are collectively referred to herein as the "Reporting Persons." During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of the proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 10 Page 10 of 13 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information in Item 3 is hereby amended and restated as follows: The statement relates to the acquisition by the Reporting Persons of 343,000 shares of Common Stock of Party City and of a warrant dated as of August 16, 1999, as amended on January 14, 2000 (the "Warrant"), to purchase 3,096,000 shares of Common Stock of Party City. The sole source of funds used in purchasing the 343,000 shares of Common Stock of Party City reported herein in Item 5 was the working capital of SVBFII, except for $88,250 funded by the Separate Account. The aggregate amount of funds used in all such purchases was $1,158,353 (including brokerage commissions). Party City issued the Warrant pursuant to that certain Securities Purchase Agreement between Party City and TCO dated as of August 16, 1999 (the "Securities Purchase Agreement") as amended by that certain First Amendment to Securities Purchase Agreement dated as of January 14, 2000 (the "Amendment"). The Warrant was acquired by TCO along with certain secured notes of Party City in the aggregate principal amount of $6,750,000. The aggregate purchase price for the Warrant and such secured notes from Party City was $6,750,000. The source of funds for the purchase of the Warrant and the secured notes by TCO was a margin account of the Reporting Persons with Jefferies & Company, Inc. On September 1, 1999, SVBF purchased the Warrant and the secured notes from TCO for aggregate consideration of $6,750,000. The source of funds for the purchase of the Warrant and the secured notes from TCO was the working capital of SVBF. Upon exercise of the Warrant in full, SVBF must pay an exercise price of $1.07 per share for an aggregate exercise price of $3,312,720, or reduce the number of shares into which the Warrant is exercisable if it is exercised on a net exercise basis. It is presently anticipated that the source of funds for the exercise price will be SVBF's general working capital or the working capital of an affiliate. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information in Item 5 is hereby amended and restated as follows: The shares of Common Stock identified in Item 1 constitute approximately 21.7% of the outstanding Common Stock of Party City, based upon 12,722,205 shares of Common Stock outstanding as of February 8, 2001, as reported by Party City Corporation in its Quarterly Report on Form 10-Q for the quarterly period ended December 30, 2000, and computed in accordance with Rule 13d-3(d)(1). SVIM has the sole power of voting and disposition with respect to the 343,000 shares of Common Stock of Party City acquired by SVBFII and the Separate Account. Upon exercise of the Warrant, SVBF will have the sole power of voting and disposition with respect to the 3,096,000 shares of Common Stock issuable upon such exercise. By reason of (i) Mr. Tennenbaum's position as managing member of TCO, (ii) TCO's position as managing member of SVIM/MSM, SVIM/MSMII and SVIM, (iii) SVIM/MSM's position as managing member of SVBF, (iv) SVIM/MSMII's position as managing member of SVBFII and (v) SVIM's position as investment advisor to SVBF, SVBFII and the Separate Account, each of Mr. Tennenbaum, TCO, SVIM/MSM, SVIM/MSMII and SVIM may be deemed to share such powers of voting and disposition. 11 Page 11 of 13 The following transactions in Common Stock of Party City were open market purchases on the OTC Bulletin Board effected by SVBFII and, with respect to the second and third below listed transactions, the Separate Account:
DATE NUMBER OF SHARES PRICE OF COMMON STOCK PER SHARE 11/22/00 14,000 3.530 11/30/00 12,500 3.530 12/01/00 12,500 3.530 12/01/00 25,000 3.530 12/05/00 6,000 3.530 12/12/00 5,000 3.630 02/26/01 40,000 3.650 02/27/01 35,000 3.695 03/05/01 3,000 3.730 03/06/01 25,000 3.710
Except as described in this statement, the Reporting Persons have not effected transactions in Party City's Common Stock within 60 days prior to the date of this statement. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information in Item 6 is hereby amended and restated as follows: On January 14, 2000, Party City, SVBF, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., TCO/Party City, LLC, Clyde Street Investment, LLC and Richmond Associates, L.P., entered into the Amendment which, among other things, provided for the amendment of the Warrant and Party City's other warrants issued under the Agreement. On October 11, 2000 and November 20, 2000, Party City, SVBF, SVBF II, Special Value Management, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., Richmond Associates, L.P. and Clyde Street Investment, LLC, entered into amendments (the "Investor Amendments") of the Investor Rights Agreement permitting the investors party thereto to purchase 1,500,000 additional shares of Party City common stock and permitting the transfer of the securities among the investors thereto. Except for the Warrant, the Securities Purchase Agreement, the Amendment, the Investor Rights Agreement, as amended by the Investor Amendments, and related documents executed in connection therewith, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of Party City, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Copies of the form of Warrant and the Amendment have been filed as exhibits to Party City's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2000 (File No. 0-27826) and are incorporated by reference herein. Copies of the form of Securities Purchase Agreement and Investor Rights Agreement have been filed as exhibits to Party City's Current Report on Form 8-K filed with the Securities and 12 Page 12 of 13 Exchange Commission on August 25, 1999 (File No. 0-27826) and are incorporated by reference herein. Copies of the Investor Amendments are attached as Exhibits hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The information in Item 7 is hereby amended and restated as follows: Exhibit 1 Joint Filing Agreement. Exhibit 2 Form of Amended and Restated Warrant, dated January 14, 2000, of Party City Corporation, incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on January 20, 2000 (File No. 0-27826). Exhibit 3 Form of Securities Purchase Agreement, dated August 16, 1999 by and between Party City Corporation and Tennenbaum & Co., LLC., incorporated herein by reference to Exhibit 4.6 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on August 25, 1999 (File No. 0-27826). Exhibit 4 First Amendment to Securities Purchase Agreement, dated January 14, 2000 by and among Party City Corporation, Special Value Bond Fund, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., TCO/Party City, LLC, Clyde Street Investment, LLC and Richmond Associates, L.P., incorporated herein by reference to Exhibit 4.3 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on January 20, 2000 (File No. 0-27826). Exhibit 5 Investor Rights Agreement, dated August 16, 1999 by and between Party City Corporation, Tennenbaum & Co., LLC, TCO/Party City, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., and Richmond Associates, L.P., incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on August 25, 1999 (File No. 0-27826). Exhibit 6 First Amendment to Investor Rights Agreement, dated as of October 11, 2000, by and among Party City Corporation, Special Value Bond Fund, LLC, Special Value Bond Fund II, LLC, Special Value Management, LLC, TCO/Party City, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., Richmond Associates, L.P. and Clyde Street Investment, LLC. Exhibit 7 Second Amendment to Investor Rights Agreement, dated as of November 20, 2000, by and among Party City Corporation, Special Value Bond Fund, LLC, Special Value Bond Fund II, LLC, Special Value Management, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., Richmond Associates, L.P. and Clyde Street Investment, LLC. 13 Page 13 of 13 SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned each certifies that the information set forth in this statement is true, complete and correct. Dated: March 12, 2001 SPECIAL VALUE BOND FUND, LLC By: SVIM/MSM, LLC, its Managing Member By: Tennenbaum & Co., LLC, its Managing Member By: /s/ Michael E. Tennenbaum ------------------------------------------ Michael E. Tennenbaum, its Managing Member SPECIAL VALUE BOND FUND II, LLC By: SVIM/MSMII, LLC, its Managing Member By: Tennenbaum & Co., LLC, its Managing Member By: /s/ Michael E. Tennenbaum ------------------------------------------ Michael E. Tennenbaum, its Managing Member SVIM/MSM, LLC By: Tennenbaum & Co., LLC, its Managing Member By: /s/ Michael E. Tennenbaum -------------------------------------------- Michael E. Tennenbaum, its Managing Member SVIM/MSMII, LLC By: Tennenbaum & Co., LLC, its Managing Member By: /s/ Michael E. Tennenbaum -------------------------------------------- Michael E. Tennenbaum, its Managing Member SPECIAL VALUE INVESTMENT MANAGEMENT, LLC By: Tennenbaum & Co., LLC, its Managing Member By: /s/ Michael E. Tennenbaum -------------------------------------------- Michael E. Tennenbaum, its Managing Member TENNENBAUM & CO., LLC By: /s/ Michael E. Tennenbaum ------------------------------------------------- Michael E. Tennenbaum, its Managing Member /s/ Michael E. Tennenbaum ---------------------------------------------------- MICHAEL E. TENNENBAUM 14 EXHIBIT INDEX Exhibit 1 Joint Filing Agreement Exhibit 2 Form of Amended and Restated Warrant, dated January 14, 2000, of Party City Corporation, incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on January 20, 2000 (File No. 0-27826). Exhibit 3 Form of Securities Purchase Agreement, dated August 16, 1999 by and between Party City Corporation and Tennenbaum & Co., LLC, incorporated herein by reference to Exhibit 4.6 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on August 25, 1999 (File No. 0-27826). Exhibit 4 First Amendment to Securities Purchase Agreement, dated January 14, 2000 by and among Party City Corporation, Special Value Bond Fund, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., TCO/Party City, LLC, Clyde Street Investment, LLC and Richmond Associates, L.P., incorporated herein by reference to Exhibit 4.3 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on January 20, 2000 (File No. 0-27826). Exhibit 5 Investor Rights Agreement, dated August 16, 1999 by and between Party City Corporation, Tennenbaum & Co., LLC, TCO/Party City, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., and Richmond Associates, L.P., incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of Party City Corporation filed with the Securities and Exchange Commission on August 25, 1999 (File No. 0-27826). Exhibit 6 First Amendment to Investor Rights Agreement, dated as of October 11, 2000, by and among Party City Corporation, Special Value Bond Fund, LLC, Special Value Bond Fund II, LLC, Special Value Management, LLC, TCO/Party City, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., Richmond Associates, L.P. and Clyde Street Investment, LLC. Exhibit 7 Second Amendment to Investor Rights Agreement, dated as of November 20, 2000, by and among Party City Corporation, Special Value Bond Fund, LLC, Special Value Bond Fund II, LLC, Special Value Management, LLC, Enhanced Retail Funding, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., Richmond Associates, L.P. and Clyde Street Investment, LLC. EX-1 2 a70393a4ex1.txt EXHIBIT 1 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Amendment No. 4 to Statement on Schedule 13D (including any and all further amendments thereto) with respect to the Common Stock, par value $.01 per share, of Party City Corporation, and further agree that this Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. 2 In evidence thereof the undersigned, being duly authorized, hereby execute this agreement this 12th day of March, 2001. SPECIAL VALUE BOND FUND, LLC By: SVIM/MSM, LLC, its Managing Member By: Tennenbaum & Co., LLC, its Managing Member By: /s/ Michael E. Tennenbaum ------------------------------------------- Michael E. Tennenbaum, its Managing Member SPECIAL VALUE BOND FUND II, LLC By: SVIM/MSMII, LLC, its Managing Member By: Tennenbaum & Co., LLC, its Managing Member By: /s/ Michael E. Tennenbaum ------------------------------------------- Michael E. Tennenbaum, its Managing Member SVIM/MSM, LLC By: Tennenbaum & Co., LLC, its Managing Member By: /s/ Michael E. Tennenbaum ----------------------------------------------- Michael E. Tennenbaum, its Managing Member SVIM/MSM II, LLC By: Tennenbaum & Co., LLC, its Managing Member By: /s/ Michael E. Tennenbaum ----------------------------------------------- Michael E. Tennenbaum, its Managing Member SPECIAL VALUE INVESTMENT MANAGEMENT, LLC By: Tennenbaum & Co., LLC, its Managing Member By: /s/ Michael E. Tennenbaum ----------------------------------------------- Michael E. Tennenbaum, its Managing Member TENNENBAUM & CO., LLC By: /s/ Michael E. Tennenbaum --------------------------------------------------- Michael E. Tennenbaum, its Managing Member /s/ Michael E. Tennenbaum ------------------------------------------------------- MICHAEL E. TENNENBAUM EX-6 3 a70393a4ex6.txt EXHIBIT 6 1 EXHIBIT 6 FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT THIS FIRST AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT (this "Amendment") is made and entered into as of October 11, 2000, by and among Party City Corporation, a Delaware corporation (the "Company"), Jack Futterman, and each of the other parties whose names appear on the signature pages hereto (such other parties, the "Investors"). RECITAL On August 16, 1999, the Company entered into an Investor Rights Agreement (the "IR Agreement") with Tennenbaum & Co., LLC, TCO/Party City, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners, L.P., Enhanced Retail Funding, LLC, Richmond Associates, L.P. and Jack Futterman. The parties hereto now desire to amend the IR Agreement in the manner set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the IR Agreement. 1. AMENDMENT TO SECTION 5.1(a). Section 5.1(a) of the IR Agreement is hereby amended by inserting immediately after the phrase "of any securities of the Company" in clause (i) thereof, the following: "(provided that this clause (i) shall not be construed as limiting the right of any Investor to transfer any Notes (as such term is defined in the Purchase Agreement, and such term to include any new series of Notes issued by the Company to one or more Investors subsequent to August 16, 1999) to any other Investor, and provided further, that from and after August 16, 1999, the Investors may purchase up to an aggregate of 1,500,000 additional shares of Common Stock)." 2. COUNTERPARTS. This Amendment may be executed in one or more counterparts, and signature pages may be delivered by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective upon its execution by the Company, a Supermajority in Interest of the Investors and a Supermajority in Interest of the Warrantholders. 3. FULL FORCE AND EFFECT. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the IR Agreement shall remain in full force and effect in accordance with their respective terms. [Remainder of Page Intentionally Left Blank] 2 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. PARTY CITY CORPORATION By: /s/ THOMAS E. LARSON ----------------------------------------- Name: Thomas E. Larson Title: CFO /s/ JACK FUTTERMAN ----------------------------------------- Jack Futterman INVESTORS: SPECIAL VALUE BOND FUND, LLC By: SVIM/MSM, LLC, its Managing Member By: TENNENBAUM & CO., LLC, its Managing Member By: /s/ MICHAEL TENNENBAUM ----------------------------------------- Name: Michael Tennenbaum Title: Managing Member SPECIAL VALUE BOND FUND II, LLC By: SVIM/MSMII, LLC, its Managing Member By: TENNENBAUM & CO., LLC, its Managing Member By: /s/ MICHAEL TENNENBAUM ----------------------------------------- Name: Michael Tennenbaum Title: Managing Member 3 SPECIAL VALUE INVESTMENT MANAGEMENT, LLC By: TENNENBAUM & CO., LLC, its Managing Member By: /s/ MICHAEL TENNENBAUM ----------------------------------------- Name: Michael Tennenbaum Title: Managing Member TCO/PARTY CITY, LLC By: TENNENBAUM & CO., LLC, its Managing Member By: /s/ MICHAEL TENNENBAUM ----------------------------------------- Name: Michael Tennenbaum Title: Managing Member GOLDMAN, SACHS & CO. By: /s/ KEVIN ULRICH ----------------------------------------- Name: Kevin Ulrich Title: Authorized Signatory GOLDMAN SACHS CREDIT PARTNERS, L.P. By: /s/ KEVIN ULRICH ----------------------------------------- Name: Kevin Ulrich Title: Authorized Signatory ENHANCED RETAIL FUNDING, LLC By: /s/ ALAN R. GOLDSTEIN ----------------------------------------- Name: Alan R. Goldstein Title: CFO & EVP -3- 4 CLYDE STREET INVESTMENT, LLC By: /s/ RALPH D. DILLON ----------------------------------------- Name: Ralph D. Dillon Title: Managing Member RICHMOND ASSOCIATES, L.P. By: MHM MANAGEMENT, INC., its General Partner By: /s/ JOHN F. CLAUSEN ----------------------------------------- Name: John F. Clausen Title: V.P. -4- EX-7 4 a70393a4ex7.txt EXHIBIT 7 1 EXHIBIT 7 SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT THIS SECOND AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT (this "Amendment") is made and entered into as of November 20, 2000, by and among Party City Corporation, a Delaware corporation (the "Company"), Jack Futterman, and each of the other parties whose names appear on the signature pages hereto (such other parties, the "Investors"). RECITAL On August 16, 1999, the Company entered into an Investor Rights Agreement (the "IR Agreement"), as amended pursuant to the First Amendment to Investor Rights Agreement, dated as of October 11, 2000, with Tennenbaum & Co., LLC, TCO/Party City, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners, L.P., Enhanced Retail Funding, LLC, Richmond Associates, L.P. and Jack Futterman. The parties hereto now desire to amend the IR Agreement in the manner set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the IR Agreement. 1. AMENDMENT TO ANNEX I. Annex I of the IR Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof: ANNEX I SCHEDULE OF INVESTORS
- ---------------------------------------------------------------------------------------------- SHARES OF COMMON STOCK (SUBJECT TO INVESTOR WARRANTS) PROMISSORY NOTES - ---------------------------------------------------------------------------------------------- Special Value Bond Fund, LLC 3,096,000 - 13.0% Secured Note, due January 31, 2002 in the principal amount of $2,250,000 - 14.0% Secured Note, due January 31, 2004 in the principal amount of $4,500,000 - 14.0% Senior Secured Note, due January 31, 2002 in the principal amount of $3,250,000 - ---------------------------------------------------------------------------------------------- Special Value Bond Fund II, LLC none - 12.5% Secured Note, due January 31, 2003 in the principal amount of $5,000,000 - 13.0% Secured Note, due January 31, 2003 in the principal amount of $2,500,000 - ---------------------------------------------------------------------------------------------- Goldman Sachs & Co. 2,867,000 none - ----------------------------------------------------------------------------------------------
2 - ---------------------------------------------------------------------------------------------- Goldman Sachs Credit Partners, L.P. none - 12.5% Secured Note, due January 31, 2003 in the principal amount of $4,333,333 - 13.0% Secured Note, due January 31, 2003 in the principal amount of $2,166,667 - 13.0% Secured Note, due January 31, 2002 in the principal amount of $2,085,000 - 14.0% Secured Note, due January 31, 2004 in the principal amount of $4,165,000 - 14.0% Senior Secured Note, due January 31, 2002 in the principal amount of $3,250,000 - ---------------------------------------------------------------------------------------------- Enhanced Retail Funding, LLC 458,667 - 12.5% Secured Note, due January 31, 2003 in the principal amount of $666,667 - 13.0% Secured Note, due January 31, 2003 in the principal amount of $333,333 - 13.0% Secured Note, due January 31, 2002 in the principal amount of $333,333 - 14.0% Secured Note, due January 31, 2004 in the principal amount of $666,667 - 14.0% Senior Secured Note, due January 31, 2002 in the principal amount of $500,000 - ---------------------------------------------------------------------------------------------- Richmond Associates, L.P. 229,000 - 13.0% Secured Note, due January 31, 2002 in the principal amount of $165,000 - 14.0% Secured Note, due January 31, 2004 in the principal amount of $335,000 - ---------------------------------------------------------------------------------------------- Clyde Street Investment, LLC 229,333 - 13.0% Secured Note, due January 31, 2002 in the principal amount of $166,667 - 14.0% Secured Note, due January 31, 2004 in the principal amount of $333,333 - ----------------------------------------------------------------------------------------------
2. COUNTERPARTS. This Amendment may be executed in one or more counterparts, and signature pages may be delivered by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective upon its execution by the Company, a Supermajority in Interest of the Investors and a Supermajority in Interest of the Warrantholders. 3. FULL FORCE AND EFFECT. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the IR Agreement shall remain in full force and effect in accordance with their respective terms. -2- 3 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. PARTY CITY CORPORATION By: /s/ THOMAS E. LARSON ------------------------------------------ Name: Thomas E. Larson Title: CFO /s/ JACK FUTTERMAN ------------------------------------------ Jack Futterman INVESTORS: SPECIAL VALUE BOND FUND, LLC By: SVIM/MSM, LLC, its Managing Member By: TENNENBAUM & CO., LLC, its Managing Member By: /s/ MICHAEL E. TENNENBAUM ------------------------------------------ Name: Michael E. Tennenbaum Title: Managing Member SPECIAL VALUE BOND FUND II, LLC By: SVIM/MSMII, LLC, its Managing Member By: TENNENBAUM & CO., LLC, its Managing Member By: /s/ MICHAEL E. TENNENBAUM ------------------------------------------ Name: Michael E. Tennenbaum Title: Managing Member -3- 4 SPECIAL VALUE INVESTMENT MANAGEMENT, LLC By: TENNENBAUM & CO., LLC, its Managing Member By: /s/ MICHAEL E. TENNENBAUM ------------------------------------------ Name: Michael E. Tennenbaum Title: Managing Member GOLDMAN, SACHS & CO. By: /s/ KEVIN ULRICH ------------------------------------------ Name: Kevin Ulrich Title: Authorized Signatory GOLDMAN SACHS CREDIT PARTNERS, L.P. By: /s/ KEVIN ULRICH ------------------------------------------ Name: Kevin Ulrich Title: Authorized Signatory ENHANCED RETAIL FUNDING, LLC By: /s/ ALAN R. GOLDSTEIN ------------------------------------------ Name: Alan R. Goldstein Title: CFO & EVP -4- 5 CLYDE STREET INVESTMENT, LLC By: /s/ RALPH D. DILLON ------------------------------------------ Name: Ralph D. Dillon Title: Managing Member RICHMOND ASSOCIATES, L.P. By: MHM MANAGEMENT, INC., its General Partner By: /s/ JOHN F. CLAUSEN ------------------------------------------ Name: John F. Clausen Title: VP -5- -----END PRIVACY-ENHANCED MESSAGE-----