Factory Card & Party Outlet Corp - Amended Statement of Ownership: Solicitation (SC 14D9/A) (2024)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE14D-9

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No.2)

FACTORY CARD & PARTY OUTLET CORP.

(Name of Subject Company)

FACTORY CARD & PARTY OUTLET CORP.

(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

303051106
(CUSIP Number of Class of Securities)

With copies to:

Neal Aizenstein, Esq.
Sonnenschein Nath & Rosenthal LLP
7800 Sears Tower
Chicago, Illinois 60606
(312)876-8000

This Amendment No.2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule14D-9 (the “Statement”) originally filed with the Securitiesand Exchange Commission (the “SEC”) on October1, 2007 and amended on November6, 2007, by FactoryCard & Party Outlet Corp., a Delaware corporation (the “Company”), relating to the tender offer byAmscan Acquisition, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary ofAmscan Holdings, Inc., a Delaware corporation (“Parent”), disclosed in a Tender Offer Statement onScheduleTO dated October1, 2007 and filed with the SEC, as amended, to purchase all of theoutstanding shares of common stock, par value $0.01 per share (the “Shares”), of the Company at apurchase price of $16.50 per Share, net to the seller in cash, without interest thereon and lessany applicable withholding taxes, upon the terms and subject to the conditions set forth in theOffer to Purchase dated October1, 2007 (the “Offer to Purchase”) and in the related Letter ofTransmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may beamended and supplemented from time to time, collectively constitute the “Offer”). Capitalizedterms used and not otherwise defined in this Amendment shall have the meanings assigned to suchterms in the Statement.

ITEM 8. ADDITIONAL INFORMATION.

Item8 of the Statement is hereby amended and supplemented by amending and restatingsubsection (h)in its entirety as follows:

“(h)Expiration of Offer; Subsequent Offering Period

The Offer expired at 12:00 Midnight, Eastern time, on Monday, November5, 2007. According toWells Fargo Bank, N.A., the depositary for the Offer, as of 12:00 Midnight, Eastern time, onNovember5, 2007, approximately 2,989,073 Shares were tendered pursuant to the Offer and notwithdrawn, including 76,581 Shares tendered by notice of guaranteed delivery, which representedapproximately 86% of the then-outstanding Shares. Purchaser has accepted such tendered Shares forpayment pursuant to the terms of the Offer. Payment for Shares accepted for payment was madepromptly.

On November6, 2007, the Company and AAH Holdings Corporation announced in a press releasethat Purchaser had commenced a subsequent offering period for all remaining untendered Sharesexpiring at 11:59p.m., Eastern time, on November15, 2007. According to Wells Fargo Bank, N.A.,the depositary for the Offer, as of 11:59p.m., Eastern time, on November15, 2007, approximately3,182,850 Shares were tendered pursuant to the Offer and not withdrawn which representsapproximately 92.6% of all outstanding Shares. Purchaser has accepted such tendered Shares forpayment pursuant to the terms of the Offer. Payment for Shares accepted for payment is expected tobe made promptly.

In accordance with the Merger Agreement, following completion of the Offer, four members ofthe Company’s Board of Directors resigned, and the following designees of Parent were appointed tothe Company’s Board of Directors: Gerald C. Rittenberg, James M. Harrison and Robert J. Small. Inaccordance with the Merger Agreement, four of the Company’s existing directors, Gary Rada, BenEvans, Mone Anathan and Patrick O’Brien, will remain on the Board pending completion of the Merger.In addition, subject to the terms of the Merger Agreement, pending completion of the Merger, Parentis entitled, at its request, to have its designees appointed to the appropriate committees of theBoard.

On November16, 2007, the Company and AAH Holdings Corporation announced in a press releasethat Purchaser intends to acquire all of the remaining outstanding Shares by effecting a“short-form” merger under Delaware law without action by any other stockholder since it hasacquired more

than 90% of the outstanding Shares. In the merger, Purchaser will merge with and intothe Company and the Company will become an indirect wholly-owned subsidiary of Parent. In themerger, each share of the Company’s outstanding common stock will be cancelled and (except forshares held by Parent, its subsidiaries or stockholders properly exercising statutory appraisalrights under Delaware law) will be converted into the right to receive $16.50 per share, net to theseller in cash, without interest and less any required withholding taxes.

The full text of the press releases issued by the Company and AAH Holdings Corporation onNovember6, 2007 and November16, 2007 are filed as Exhibit (a)(8) and Exhibit (a)(9),respectively, to the Statement and are incorporated herein by reference.”

ITEM 9. EXHIBITS.

Item9 of the Statement is hereby amended and supplemented by adding the following Exhibit:

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the informationset forth in this statement is true, complete and correct.

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