-----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, Ov9QL5ke/XPo4z0RgUzCYJDxqFDJNEm9bljFJplfveY//C7WSial93SJO04x6w+S ZUAaeaYl0OT5kYDCse3vKw== 0001209191-05-065720.txt : 20051228 0001209191-05-065720.hdr.sgml : 20051228 20051228154429 ACCESSION NUMBER: 0001209191-05-065720 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051223 FILED AS OF DATE: 20051228 DATE AS OF CHANGE: 20051228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TENNENBAUM MICHAEL E CENTRAL INDEX KEY: 0001095153 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27826 FILM NUMBER: 051288967 BUSINESS ADDRESS: BUSINESS PHONE: 3105661001 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: STE 210 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: 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: 0702 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 4 1 bny15885_met.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-12-23 1 0001005972 PARTY CITY CORP PCTY 0001095153 TENNENBAUM MICHAEL E C/O PARTY CITY CORPORATION 400 COMMONS WAY ROCKAWAY NJ 07866 1 1 1 0 Chairman of Exec. Committee Common Stock 2005-12-23 4 D 0 5537872 D 0 I See Footnotes Stock Options 14.4844 2005-12-23 4 D 0 10000 0 D Common Stock 10000 48000 D Stock Options 13.6563 2005-12-23 4 D 0 10000 0 D Common Stock 10000 38000 D Stock Options 13.6200 2005-12-23 4 D 0 10000 0 D Common Stock 10000 28000 D Stock Options 12.3600 2005-12-23 4 D 0 2000 0 D Common Stock 2000 26000 D Stock Options 6.5500 2005-12-23 4 D 0 3000 0 D Common Stock 3000 23000 D Stock Options 4.3000 2005-12-23 4 D 0 20000 0 D Common Stock 20000 3000 D Stock Options 3.4000 2005-12-23 4 D 0 3000 0 D Common Stock 3000 0 D Converted into the right to receive $17.50 per share pursuant to the Agreement and Plan of Merger, dated as of September 26, 2005, as amended, by and among Amscan Holdings, Inc., BWP Acquisition, Inc. and Party City Corporation. The shares of common stock are owned by Tennenbaum Capital Partners, LLC ("TCP", formerly known as Special Value Investment Management, LLC) and Tennenbaum & Co., LLC ("TCO") as follows: 2,332,952 shares are owned of record by Special Value Bond Fund, LLC ("SVBF"); 2,813,420 shares of common stock are owned of record by Special Value Absolute Return Fund, LLC ("SVAR"); 318,000 shares of common stock are owned of record by Special Value Bond Fund II, LLC ("SVBF II"); 25,000 shares of common stock are owned of record by a separate account managed by TCP; and 48,500 shares of common stock are owned of record by TCO. For purposes of the table above, we have attributed the 48,500 shares of common stock owned by TCO to be beneficially owned by TCP. The managing member of SVBF is SVIM/ MSM, LLC ("SVIM/ MSM") and the managing member of SVBF II is SVIM/ MSM II, LLC ("SVIM/ MSM II"). The managing member of both SVIM/ MSM and SVIM/ MSM II is TCO. The managing member of SVAR is SVAR/ MM, LLC ("SVAR/ MM"), and the managing member of SVAR/ MM is TCP. The managing member of TCP is TCO. The managing member of TCO is Michael E. Tennenbaum. See Amendment No. 8 to Schedule 13D, filed with the SEC on September 28, 2005, for a description of each entity's voting and investment power. Following the date of such Amendment No. 8 to Schedule 13D, (i) SVBF exercised its warrant pursuant to the net exercise provisions, resulting in the issuance of 2,332,952 shares rather than 2,496,000 shares and (ii) Tennenbaum & Co., LLC disposed of 65,561 shares. The principal business address for TCP and TCO is 2951 28th St., Suite 1000, Santa Monica, CA 90405. As the managing member of TCO, Mr. Tennenbaum shares voting and i nvestment power for all of the shares of common stock owned of record by the TCP and TCO. Fully vested and cashed out at the spread between the merger price of $17.50 per share and the exercise price, pursuant to the Agreement and Plan of Merger, dated as of September 26, 2005, as amended, by and among Amscan Holdings, Inc., BWP Acquisition, Inc. and Party City Corporation. /s/ Joseph J. Zepf, Esq., attorney-in-fact for Michael. E Tennenbaum 2005-12-28 -----END PRIVACY-ENHANCED MESSAGE-----