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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Factory Card & Party Outlet (MM) | NASDAQ:FCPO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
Transaction Valuation* | Amount Of Filing Fee** | ||||||
$70,590,003
|
$ | 2,167.11 | |||||
* | Estimated solely for purposes of calculating amount of filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934. The transaction value is based upon the offer to purchase 4,278,182 shares of common stock of Factory Card & Party Outlet Corp. at a purchase price of $16.50 cash per share. Such number of shares of common stock represents the total of 3,386,117 issued and outstanding shares of common stock, outstanding options with respect to 687,901 shares of common stock, and outstanding warrants with respect to 204,164 shares of common stock, in each case as of September 27, 2007. | |
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||
** | The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $30.70 per $1,000,000 of the value of the transaction. |
o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
|
N/A | |||
Form or Registration No.:
|
N/A | |||
Filing Party:
|
N/A | |||
Date Filed:
|
N/A |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. | |
o | issuer tender offer subject to Rule 13e-4. | |
o | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
2
(a)(1)(A)
|
Offer to Purchase dated October 1, 2007. | |
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||
(a)(1)(B)
|
Form of Letter of Transmittal. | |
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(a)(1)(C)
|
Form of Notice of Guaranteed Delivery. | |
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||
(a)(1)(D)
|
Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |
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||
(a)(1)(E)
|
Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. |
3
(a)(1)(F)
|
Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
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(a)(2)
|
None. | |
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||
(a)(3)
|
None. | |
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(a)(4)
|
None. | |
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(a)(5)(A)
|
Joint Press Release issued by AAH Holdings Corporation and Factory Card & Party Outlet Corp. dated September 18, 2007 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Amscan Holdings, Inc. with the Securities and Exchange Commission on September 18, 2007). | |
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(a)(5)(B)
|
Summary Advertisement published in the Wall Street Journal on October 1, 2007. | |
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(b)
|
ABL Credit Agreement dated May 25, 2007 (incorporated herein by reference to Exhibit 10.02 to the Current Report on Form 8-K filed by Amscan Holdings, Inc. with the Securities and Exchange Commission on June 1, 2007). | |
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||
(d)(1)
|
Agreement and Plan of Merger dated September 17, 2007, by and between Amscan Holdings, Inc., Amscan Acquisition, Inc. and Factory Card & Party Outlet Corp. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Amscan Holdings, Inc. with the Securities and Exchange Commission on September 18, 2007). | |
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(d)(2)
|
Confidentiality Agreement dated April 24, 2007 by and between AAH Holdings Corporation and Goldsmith, Agio, Helms, & Lynner LLC. Filed herewith. | |
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(d)(3)
|
Factory Card & Party Outlet Corp. Amended and Restated Executive Severance Plan, effective as of September 17, 2007 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by Factory Card & Party Outlet Corp. on September 18, 2007). | |
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(d)(4)
|
Senior Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp., Factory Card Outlet of America Ltd., Amscan Holdings, Inc. and Gary W. Rada (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by Factory Card & Party Outlet Corp. on September 18, 2007). | |
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||
(d)(5)
|
Senior Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp., Factory Card Outlet of America Ltd., Amscan Holdings, Inc. and Timothy F. Gower (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by Factory Card & Party Outlet Corp. on September 18, 2007). | |
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(d)(6)
|
Senior Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp., Factory Card Outlet of America Ltd., Amscan Holdings, Inc. and Michael Perri (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K as filed by Factory Card & Party Outlet Corp. on September 18, 2007). | |
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(d)(7)
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Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp, Amscan Holdings, Inc. and Timothy J. Benson (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K as filed by Factory Card & Party Outlet on September 18, 2007). | |
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(d)(8)
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Primary Supply and Consignment Agreement dated January 26, 2006 between Factory Card & Party Outlet Corp. and Amscan Holdings, Inc. (incorporated herein by reference to Exhibit 10.30 to the Annual Report on Form 10-K as filed by Factory Card & Party Outlet Corp. on April 19, 2006). | |
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(g)
|
None. | |
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(h)
|
None. |
4
AMSCAN HOLDINGS, INC. | ||||||
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Dated: October 1, 2007
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By: | /s/ Michael Correale | ||||
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Name: Michael Correale | ||||||
Title: Chief Financial officer | ||||||
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AMSCAN ACQUISITION, INC. | ||||||
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Dated: October 1, 2007
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By: | /s/ Robert J. Small | ||||
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Name: Robert J. Small | ||||||
Title: President |
5
EXHIBIT | ||
NUMBER | DOCUMENT | |
(a)(1)(A)
|
Offer to Purchase dated October 1, 2007. | |
|
||
(a)(1)(B)
|
Form of Letter of Transmittal. | |
|
||
(a)(1)(C)
|
Form of Notice of Guaranteed Delivery. | |
|
||
(a)(1)(D)
|
Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |
|
||
(a)(1)(E)
|
Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |
|
||
(a)(1)(F)
|
Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
|
||
(a)(2)
|
None. | |
|
||
(a)(3)
|
None. | |
|
||
(a)(4)
|
None. | |
|
||
(a)(5)(A)
|
Joint Press Release issued by AAH Holdings Corporation and Factory Card & Party Outlet Corp. dated September 18, 2007 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Amscan Holdings, Inc. with the Securities and Exchange Commission on September 18, 2007). | |
|
||
(a)(5)(B)
|
Summary Advertisement published in the Wall Street Journal on October 1, 2007. | |
|
||
(b)
|
ABL Credit Agreement dated May 25, 2007 (incorporated herein by reference to Exhibit 10.02 to the Current Report on Form 8-K filed by Amscan Holdings, Inc. with the Securities and Exchange Commission on June 1, 2007 | |
|
||
(d)(1)
|
Agreement and Plan of Merger dated September 17, 2007, by and between Amscan Holdings, Inc., Amscan Acquisition, Inc. and Factory Card & Party Outlet Corp. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Amscan Holdings, Inc. with the Securities and Exchange Commission on September 18, 2007). | |
|
||
(d)(2)
|
Confidentiality Agreement dated April 24, 2007 by and between AAH Holdings Corporation and Goldsmith, Agio, Helms, & Lynner LLC. Filed herewith. | |
|
||
(d)(3)
|
Factory Card & Party Outlet Corp. Amended and Restated Executive Severance Plan, effective as of September 17, 2007 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by Factory Card & Party Outlet Corp. on September 18, 2007). | |
|
||
(d)(4)
|
Senior Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp., Factory Card Outlet of America Ltd., Amscan Holdings, Inc. and Gary W. Rada (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by Factory Card & Party Outlet Corp. on September 18, 2007). | |
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||
(d)(5)
|
Senior Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp., Factory Card Outlet of America Ltd., Amscan Holdings, Inc. and Timothy F. Gower (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by Factory Card & Party Outlet Corp. on September 18, 2007). | |
|
||
(d)(6)
|
Senior Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp., Factory Card Outlet of America Ltd., Amscan Holdings, Inc. and Michael Perri (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K as filed by Factory Card & Party Outlet Corp. on September 18, 2007). |
6
EXHIBIT | ||
NUMBER | DOCUMENT | |
(d)(7)
|
Executive Agreement dated September 17, 2007 among Factory Card & Party Outlet Corp, Amscan Holdings, Inc. and Timothy J. Benson (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K as filed by Factory Card & Party Outlet on September 18, 2007). | |
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||
(d)(8)
|
Primary Supply and Consignment Agreement dated January 26, 2006 between Factory Card & Party Outlet Corp. and Amscan Holdings, Inc. (incorporated herein by reference to Exhibit 10.30 to the Annual Report on Form 10-K as filed by Factory Card & Party Outlet Corp. on April 19, 2006). | |
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(g)
|
None. | |
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(h)
|
None. |
7
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