Edgar Filing: PARTY CITY CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â AMSCAN HOLDINGS INC

2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2005

3. Issuer Name and Ticker or Trading Symbol
PARTY CITY CORP [PCTY]

(Last)

(First)

(Middle)

80 GRASSLANDS ROAD,Â

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ELMSFORD,Â NYÂ 10523

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	0 ⁽¹⁾ ⁽²⁾	I	No securities are beneficially owned ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AMSCAN HOLDINGS INC 80 GRASSLANDS ROAD ELMSFORD,Â NYÂ 10523	Â	Â X	Â	Â
BERKSHIRE FUND V L P ONE BOSTON PLACE SUITE 3300 BOSTON,Â MAÂ 02108	Â	Â X	Â	Â
BERKSHIRE FUND VI LTD PARTNERSHIP ONE BOSTON PLACE SUITE 3300 BOSTON,Â MAÂ 02108	Â	Â X	Â	Â
BERKSHIRE INVESTORS LLC ONE BOSTON PLACE SUITE 3300 BOSTON,Â MAÂ 02108	Â	Â X	Â	Â
AAH Holdings CORP 80 GRASSLANDS ROAD ELMSFORD,Â NYÂ 10523	Â	Â X	Â	Â

Signatures

/s/Robert J. Small, Chairman of the Board		10/05/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Amscan Holdings, Inc., together with AAH Holdings Corporation, Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Invesors LLC (each a "Reporting Person" and collectively the "Reporting Persons") are filing this statement solely because, as a result of the Voting Agreement (the "Voting Agreement"), dated as of September 26, 2005 between Amscan Holdings, Inc. and Michael E. Tennenbaum, Tennenbaum Capital Partners, LLC, Tennenbaum & Co., LLC, Special Value Bond Fund, LLC, Special Value Absolute Return Fund, LLC and Special Value Bond Fund II, LLC (collectively, the "Principal Stockholders") attached as Exhibit 99.1 to the Current Report on Form 8-K filed by Amscan Holdings, Inc. on September 27, 2005, Amscan Holdings, Inc. may be deemed to have beneficial ownership of shares of common stock, par value $0.01 per share, of Party City Corporation ("Common Stock") beneficially owned by the Principal Stockholders pursuant to Rule 13d-3(a)(1), including any shares of Common Stock acquired by the Principal Stockholders after the date hereof. AAH Holdings Corporation owns all of the outstanding capital stock of Amscan Holdings, Inc., and Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Investors LLC collectively own a majority of the outstanding capital stock of AAH Holdings Corporation. By virtue of their direct and indirect ownership of Amscan Holdings, Inc., AAH Holdings Corporation, Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Investors LLC may be deemed to have beneficial ownership of the securities subject to the Voting Agreement.
(2)	Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they beneficially own any Common Stock referred to herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended (the "Act"). The Reporting Persons have no pecuniary interest in the Common Stock. Each Reporting Person, pursuant to Rule 16a-1(a)(4) promulgated under the Act, hereby expressly disclaims that it is the beneficial owner of such shares.

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