-----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, VuvsXbvAzLkrsZuqkWu+ThtX0ujdiA1d94dBQE+rQ5zev5ywvMd9lC5cjN4Zzi9Q LCtXC3VKyNspAR45thA4Zg== 0000950123-97-004011.txt : 19970509 0000950123-97-004011.hdr.sgml : 19970509 ACCESSION NUMBER: 0000950123-97-004011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970508 SROS: NONE GROUP MEMBERS: MANDELL FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: MANDELL STEVEN 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48035 FILM NUMBER: 97598408 BUSINESS ADDRESS: STREET 1: 450 COMMONS WAY CITY: ROCKAWAY STATE: NJ ZIP: 07860 BUSINESS PHONE: 2019830888 MAIL ADDRESS: STREET 2: 400 COMMONS WAY CITY: ROCKAWAY STATE: NJ ZIP: 07866 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANDELL STEVEN CENTRAL INDEX KEY: 0001031490 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 COMMONS WAY BLDG C CITY: ROCKAWAY STATE: NJ ZIP: 07886 BUSINESS PHONE: 2019830888 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) (1) PARTY CITY CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 702145103 (CUSIP Number) STEVEN MANDELL 400 COMMONS WAY ROCKAWAY, NEW JERSEY 07866 (201) 983-0888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 14, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - ------------------ 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 CUSIP NUMBER: 702145103 PAGE 2 OF 6 PAGES 1) Name of Reporting Persons and S.S. or I.R.S. Identification Nos. of Above Persons: Name: Steven Mandell S.S. No.: ###-##-#### 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions): PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization: U.S. Citizen Number of (7) Sole Voting Power: 1,966,667* Shares Bene- ficially (8) Shared Voting Power: - 0 - Owned by Each (9) Sole Dispositive Power: 1,966,667* Reporting Person With (10) Shared Dispositive Power: - 0 - 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,966,667* 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): 24.06% 14) Type of Reporting Person (See Instructions): IN * This figure includes shares owned by Mandell Family Limited Partnership, a limited partnership organized under the laws of New Jersey, wholly-owned by the Reporting Person. See also the disclosure provided in response to Item 5 thereof. 3 CUSIP NUMBER: 702145103 PAGE 3 OF 6 PAGES 1) Name of Reporting Persons and S.S. or I.R.S. Identification Nos. of Above Persons: Name: Mandell Family Limited Partnership 2) Check the Appropriate Box if a Member of a Group (See Instructions) 1. (a) [X] (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions): AF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization: New Jersey Number of (7) Sole Voting Power: 500,000 Shares Bene- ficially (8) Shared Voting Power: - 0 - Owned by Each (9) Sole Dispositive Power: 500,000 Reporting Person With (10) Shared Dispositive Power: - 0 - 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 500,000 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): 6.12% 14) Type of Reporting Person (See Instructions): PN 4 CUSIP NUMBER: 702145103 PAGE 4 OF 6 PAGES ITEM 1. SECURITY AND ISSUER This Statement relates to the common stock ("Common Stock") of Party City Corporation (the "Issuer"). The address of the principal executive offices of the Issuer is as follows: Party City Corporation 400 Commons Way Rockaway, New Jersey 07866 ITEM 2. IDENTITY AND BACKGROUND 1. (a) Steven Mandell (b) c/o Party City Corporation 400 Commons Way Rockaway, New Jersey 07866 (Business Address) (c) Mr. Mandell currently serves as the President and Chairman of the Board of Directors for the Issuer. (d) No (e) No (f) U.S. Citizen 2. Mandell Family Limited Partnership is a limited liability partnership organized under the laws of New Jersey having its principal business and office address located at c/o Party City Corporation, 400 Commons Way, Rockaway, New Jersey 07866. Mandell Family Limited Partnership has not been involved in any proceeding requiring disclosure under subparagraphs (d) or (e) of this Item 2. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION 1. STEVEN MANDELL Of the 1,966,667 shares of the Issuer reported as beneficially owned by Mr. Mandell hereunder, 1,466,667 shares are owned individually by Mr. Mandell and 500,000 are owned by Mandell Family Limited Partnership. The entire 1,966,667 shares of Common Stock were purchased by Mr. Mandell with personal funds. 2. MANDELL FAMILY LIMITED PARTNERSHIP The 500,000 shares of the Issuer owned by Mandell Family Limited Partnership were received from Mr. Mandell. 5 CUSIP NUMBER: 702145103 PAGE 5 OF 6 PAGES ITEM 4. PURPOSE OF TRANSACTION 1. Mr. Mandell's initial acquisition of the aforementioned securities of the Issuer is for the purpose of investment. 2. Mandell Family Limited Partnership's acquisition of the aforementioned securities of the Issuer is for the purpose of investment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Table below sets forth the aggregate number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons. The information herein pertaining to the Issuer's issued and outstanding Common Stock is as of April 30, 1997, at which time there were issued and outstanding 8,175,500 shares of the Issuer's Common Stock and 516,250 Common Stock Purchase Options.
Aggregate Amount of Reporting Person Title of Class Beneficial Ownership Percentage of Class - ---------------- -------------- -------------------- ------------------- Steven Mandell Common Stock 1,966,667 (1) 24.06% Mandell Family Limited Partnership Common Stock 500,000 6.12%
(1) This figure consists of (i) 1,466,667 shares held by Mr. Mandell individually and (ii) 500,000 shares held by Mandell Family Limited Partnership. Mr. Mandell serves as the sole General Partner of the Mandell Family Limited Partnership. - ------------------ (b) The number of shares as to which Mr. Mandell has sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition is as follows: (i) Sole Voting Power. Mr. Mandell has sole voting power with respect to 1,966,667 shares of Common Stock of the Issuer beneficially owned. (ii) Shared Voting Power. Mr. Mandell does not hold any Common Stock of the Issuer with shared voting power. (iii) Sole Dispositive Power. Mr. Mandell has sole power to dispose or to direct the disposition with respect to 1,966,667 shares of Common Stock of the Issuer beneficially owned. (iv) Shared Dispositive Power. Mr. Mandell does not share power to dispose or to direct the disposition of shares of Common Stock of the Issuer. 6 CUSIP NUMBER: 702145103 PAGE 6 OF 6 PAGES (c) The Reporting Persons made the following transactions of shares of Common Stock of the Issuer since the filing of the Reporting Persons' Schedule 13D on March 10, 1997: 1. STEVEN MANDELL On April 14, 1997, Mr. Mandell sold 400,000 shares of Issuer's Common Stock pursuant to a registration statement on Form S-1 (File No. 333-22893) as it became effective on April 7, 1997. 2. MANDELL FAMILY LIMITED PARTNERSHIP None. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Steven Mandell ------------------------------ Dated: May 7, 1997 Steven Mandell -----END PRIVACY-ENHANCED MESSAGE-----