SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
PARTY CITY CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
702145103
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(CUSIP Number)
Andrew P. Swary, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
250 Park Avenue
New York, NY 10177
(212) 986-1116
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 20, 2004
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(Date of Event that 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 Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following
box: [_]
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Jack Futterman
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS:
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e):
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES 271,500 shares of common stock
BENEFICIALLY --------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH -0- Shares
REPORTING --------------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 271,500 shares of common stock
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10. SHARED DISPOSITIVE POWER
-0- Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,007,500 shares of common stock (See Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.68%
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14. TYPE OF REPORTING PERSON
IN
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This Amendment No. 3 to Schedule 13D (this "Amendment") is being filed on
behalf of Jack Futterman (the "Reporting Person") to amend the Schedule 13D
filed with the Securities and Exchange Commission on June 17, 1999 (as amended,
the "Original Schedule 13D" and, collectively with this Amendment, the "Schedule
13D"). This Schedule 13D relates to the common stock, par value $.01 per share
(the "Company Common Stock"), of Party City Corporation, a Delaware corporation
(the "Company"). Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Original Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The information in Item 4 of the Original Schedule 13D is hereby amended by
adding the following paragraph to the end thereof:
"The Reporting Person has acquired the Mandell Option for investment
purposes. If the Reporting Person believes that further investment in the
Company is attractive, whether because of the market price of the Company's
securities or otherwise, the Reporting Person may acquire additional securities
of the Company. Similarly, the Reporting Person, subject to applicable law and
depending upon market and other factors, may from time to time determine to
dispose of some or all of the Company Common Stock that he owns."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information in Item 5 of the Original Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) The Reporting Person beneficially owns 1,007,500 shares of Company
Common Stock, of which 270,000 shares of Company Common Stock are owned by the
Reporting Person outright, 1,500 shares of Company Common Stock are held by the
Futterman Trust (of which the Reporting Person is the investment advisor),
700,000 shares of Company Common Stock are owned by Mr. Mandell and subject to
the Mandell Option and 36,000 shares of Company Common Stock are subject to the
Company Options, representing, in the aggregate (assuming the full exercise of
the Outstanding Options), 5.68% of the total outstanding class of Company Common
Stock (based upon 17,726,849 issued and outstanding shares of Company Common
Stock as of February 2, 2004 as reported on a Form 10-Q for the quarter ended
December 27, 2003 filed on February 10, 2004 with the Securities and Exchange
Commission.
(b) The Reporting Person has the sole power to vote and dispose of only
271,500 shares of the 1,007,500 shares of Company Common Stock that are reported
as beneficially owned by the Reporting Person in this Schedule 13D. To the
knowledge of the Reporting Person, Mr. Mandell has the power to vote the
remaining 700,000 shares of Company Common Stock (which are subject to the
Mandell Option) that are reported as beneficially owned by the Reporting Person
in this Schedule 13D.
(c) On February 20, 2004, the Reporting Person sold 30,000 shares of
Company Common Stock in an open market transaction at a price of $14.75 per
share. Except for the transaction described in this Item 5 of this Schedule
13D, during the last sixty (60) days there were no transactions effected by the
Reporting Person with respect to the Company Common Stock.
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(d) Unless and until the Reporting Person exercises the Mandell Option
with respect to the remaining 700,000 shares of Company Common Stock subject to
such Mandell Option, Mr. Mandell has the right to receive all dividends with
respect to such 700,000 shares of Company Common Stock. Except as set forth in
this Item 5, no person other than each respective record owner referred to in
this Schedule 13D of securities is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
such securities.
(e) N/A.
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.
Dated: February 24, 2004
JACK FUTTERMAN
By: /s/ Jack Futterman
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Name: Jack Futterman
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