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Exhibit 2(a)
SHARE EXCHANGE AGREEMENT
SHARE EXCHANGE AGREEMENT (this "Agreement") dated as of
December ___, 1996, among Amscan Holdings, Inc., a Delaware corporation (the
"Company"), and Xxxx X. Xxxxxxxxxxx, an individual residing in the State of
New York ("Xxxxxxxxxxx"), Xxxxxx X. Xxxxxxxxxx, an individual residing in the
State of New York ("Xxxxxxxxxx") and the following trusts each created by
agreement dated as of October 29, 1996: Xxxxxxxxx Xxxxxxxxxxx Trust, Xxx
Xxxxxxxxxxx Trust, Xxxxxxxxx Xxxxxxxxxxx Trust, Xxxxxxx Xxxxxxxxxxx Trust,
Xxxxx Xxxxxxxxxxx Trust, and Xxxx Xxxxxxxxxxx Trust (such six trusts being
collectively, the "Xxxxxxxxxxx Trusts" and individually, a "Xxxxxxxxxxx Trust").
W I T N E S S E T H :
WHEREAS, Xxxxxxxxxxx is the owner of the shares (the
"Xxxxxxxxxxx Exchange Shares") of capital stock of the companies (the "Operating
Companies") listed on Schedules A and B hereto in the number and percentage
listed opposite each such company; and
WHEREAS, each of the Xxxxxxxxxxx Trusts is the owner of
13-1/3 shares (such 13-1/3 shares owned by a Xxxxxxxxxxx Trust being with
respect to such Xxxxxxxxxxx Trust the "Trust Exchange Shares") of the common
stock, no par value of SSY Realty Corp., a New York corporation and one of the
Operating Companies ("SSY"); and
WHEREAS, Xxxxxxxxxx is the owner of 32.84 shares (the
"Xxxxxxxxxx Exchange Shares") of the common stock, no par value of Amscan Inc.,
a New York corporation and one of the Operating Companies ("Amscan"); and
WHEREAS, 1,000 shares of the Company's common stock, par
value $0.10 per share ("Company Common Stock") were issued previously to
Xxxxxxxxxxx in connection with the organization of the Company; and
WHEREAS, in connection with the organization of the Company
and the initial public offering of Company Common Stock (the "Transaction"), the
Company and Xxxxxxxxxxx wish to provide for (i) the shares of capital stock of
each of the Operating Companies identified in Schedule A hereto which constitute
a portion of the Xxxxxxxxxxx Exchange Shares to be exchanged by Xxxxxxxxxxx for
a certain number of shares of Company Common Stock determined by the Company and
Xxxxxxxxxxx to represent the fair market value of such one of the Operating
Companies and (ii) the shares of capital stock of each of the Operating
Companies identified in Schedule B hereto which constitute a portion of the
Xxxxxxxxxxx Exchange Shares to be exchanged by Xxxxxxxxxxx for a combination of
a certain number of shares of Company Common Stock and cash in the
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amount set forth opposite the name of such one of the Operating Companies in
Schedule B hereto determined by the Company and Xxxxxxxxxxx to represent in the
aggregate the fair market value of such one of the Operating Companies, which
shares of Company Common Stock to be delivered to Xxxxxxxxxxx in respect of the
Operating Companies total ______________ additional shares of Company Common
Stock (such aggregate number of shares being the "Xxxxxxxxxxx Acquisition
Shares"), and which cash payments aggregate $133,000 (such aggregate cash amount
being the "Xxxxxxxxxxx Cash Payment," and together with the Xxxxxxxxxxx
Acquisition Shares, the "Xxxxxxxxxxx Consideration"); and
WHEREAS, in connection with the Transaction, the Company
and each of the Xxxxxxxxxxx Trusts wish to provide for the exchange by each of
such Xxxxxxxxxxx Trusts of the Trust Exchange Shares for the number of shares of
Company Common Stock listed opposite such Xxxxxxxxxxx Trust's name on Schedule C
hereto (such shares of Company Common Stock transferred to a Xxxxxxxxxxx Trust
being with respect to such Xxxxxxxxxxx Trust the "Trust Acquisition Shares");
and
WHEREAS, in connection with the Transaction, the Company
and Xxxxxxxxxx wish to provide for the exchange by Xxxxxxxxxx of the Xxxxxxxxxx
Exchange Shares for 660,000 shares of Company Common Stock (the "Xxxxxxxxxx
Acquisition Shares"); and
WHEREAS, Xxxxxxxxxx and the Company wish to confirm certain
of Xxxxxxxxxx'x agreements regarding restrictions on the transfer of the
Xxxxxxxxxx Acquisition Shares.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. EXCHANGE OF SHARES
(a) Effective as of the date hereof Xxxxxxxxxxx transfers
all right, title and interest to the Xxxxxxxxxxx Exchange Shares to the Company,
in exchange for the Xxxxxxxxxxx Consideration, and the Company issues and
delivers the Xxxxxxxxxxx Acquisition Shares and pays the Xxxxxxxxxxx Cash
Payment to Xxxxxxxxxxx in exchange for the Xxxxxxxxxxx Exchange Shares.
(b) Effective as of the date hereof each Xxxxxxxxxxx Trust
transfers all right, title and interest to the Trust Exchange Shares to the
Company, in exchange for the Trust Acquisition Shares, and the Company issues
and delivers the Trust Acquisition Shares in exchange for the Trust Exchange
Shares.
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(c) Effective as of the date hereof Xxxxxxxxxx transfers
all right, title and interest to the Xxxxxxxxxx Exchange Shares to the Company,
in exchange for the Xxxxxxxxxx Acquisition Shares, and the Company issues and
delivers the Xxxxxxxxxx Acquisition Shares in exchange for the Xxxxxxxxxx
Exchange Shares.
2. DELIVERY OF SHARES AND CASH PAYMENT TO XXXXXXXXXXX
(a) Promptly upon the execution and delivery of this
Agreement, (i) Xxxxxxxxxxx shall deliver to the Company certificates evidencing
the Xxxxxxxxxxx Exchange Shares, duly endorsed in blank or accompanied by
appropriate instruments of transfer in form reasonably satisfactory to the
Company, (ii) the Company shall deliver to Xxxxxxxxxxx certificates evidencing
the Xxxxxxxxxxx Acquisition Shares, and shall record the issuance of such shares
to Xxxxxxxxxxx on the stock records of the Company, and (iii) the Company shall
pay the Xxxxxxxxxxx Cash Payment to Xxxxxxxxxxx by Company check, by wire
transfer or as otherwise agreed to by the parties.
(b) Promptly upon the execution and delivery of this
Agreement, (i) each Xxxxxxxxxxx Trust shall deliver to the Company certificates
evidencing the Trust Exchange Shares, duly endorsed in blank or accompanied by
appropriate instruments of transfer in form reasonably satisfactory to the
Company, and (ii) the Company shall deliver to each Xxxxxxxxxxx Trust
certificates evidencing the Xxxxxxxxxxx Acquisition Shares and shall record the
issuance of such shares to each Xxxxxxxxxxx Trust on the stock records of the
Company.
(c) Promptly upon the execution and delivery of this
Agreement, (i) Xxxxxxxxxx shall deliver to the Company certificates evidencing
the Xxxxxxxxxx Exchange Shares, duly endorsed in blank or accompanied by
appropriate instruments of transfer in form reasonably satisfactory to the
Company, and (ii) the Company shall deliver to Xxxxxxxxxx certificates
evidencing the Xxxxxxxxxx Acquisition Shares, and shall record the issuance of
such shares to Xxxxxxxxxx on the stock records of the Company.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
(a) The Company hereby represents and warrants to
Xxxxxxxxxxx, Xxxxxxxxxx and the Xxxxxxxxxxx Trusts as follows:
(i) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has full corporate power and authority to conduct its business as it is now
being conducted. The Company is duly qualified as a foreign corporation to do
business, and is in good standing, in each jurisdiction where such qualification
is necessary, except where a failure to be so
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qualified could not reasonably be expected to have a material adverse effect
upon the business, properties or operations of the Company.
(ii) The authorized capital stock of the Company
consists of 50,000,000 shares of Company Common Stock, of which, without giving
effect to the shares of Company Common Stock issued pursuant hereto, 1,000
shares are issued and outstanding, and are owned of record by Xxxxxxxxxxx, and
5,000,000 shares of preferred stock, par value $0.10 per share, of which no
shares are issued and outstanding.
(iii) No consent, approval or authorization of,
or declaration, filing or registration with, any third party, including any
governmental or regulatory authority, on the part of the Company, is required in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby other than the filing of a Form D
pursuant to regulations under the Securities Act of 1933, as amended (such Act
and the rules and regulations thereunder, collectively, the "1933 Act") and
other than any consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or blue sky laws in
connection with the exchange contemplated hereby.
(iv) The Company has full corporate power and
authority to execute, deliver and perform this Agreement, and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby,
will not conflict with, or result in a violation of, or constitute a material
default under, any provision of the Certificate of Incorporation or By-laws of
the Company, or any material agreement, mortgage, indenture, license, permit,
lease or other instrument or any judgment, decree, ruling or order to which the
Company is a party or by which the Company or its properties are bound.
(v) This Agreement has been duly authorized by
all necessary corporate action, has been duly executed and delivered by or on
behalf of the Company and constitutes the legal, valid and binding obligation of
the Company, enforceable against it in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, moratorium or other
similar laws presently or hereafter in effect affecting the enforcement of
creditors' rights generally or by general rules of equity.
(b) The Company hereby represents and warrants to
Xxxxxxxxxxx that the Xxxxxxxxxxx Acquisition Shares, when issued to Xxxxxxxxxxx
in accordance with the terms hereof, will have been duly authorized, validly
issued, and will be fully paid and non-assessable. The issuance of the
Xxxxxxxxxxx Acquisition Shares to Xxxxxxxxxxx in accordance with the terms
hereof will transfer to Xxxxxxxxxxx full legal and valid title thereto, free and
clear of any liens, security interests, charges, pledges or encumbrances.
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(c) The Company hereby represents and warrants to each of
the Xxxxxxxxxxx Trusts that the Trust Acquisition Shares, when issued to such
Xxxxxxxxxxx Trust in accordance with the terms hereof, will have been duly
authorized, validly issued and will be fully paid and non-assessable. The
issuance of the Trust Acquisition Shares to such Xxxxxxxxxxx Trust in accordance
with the terms hereof will transfer to such Xxxxxxxxxxx Trust full legal and
valid title thereto, free and clear of any liens, security interests, charges,
pledges or encumbrances.
(d) The Company hereby represents and warrants to
Xxxxxxxxxx that the Xxxxxxxxxx Acquisition Shares, when issued to Xxxxxxxxxx in
accordance with the terms hereof, will have been duly authorized, validly
issued, and will be fully paid and non-assessable. The issuance of the
Xxxxxxxxxx Acquisition Shares to Xxxxxxxxxx in accordance with the terms hereof
will transfer to Xxxxxxxxxx full legal and valid title thereto, free and clear
of any liens, security interests, charges, pledges or encumbrances.
4. REPRESENTATIONS AND WARRANTIES OF XXXXXXXXXXX
Xxxxxxxxxxx hereby represents and warrants to the Company
as follows:
(a) The Xxxxxxxxxxx Exchange Shares are owned beneficially
and of record by Xxxxxxxxxxx, free and clear of any liens, security interests,
charges, pledges or encumbrances. The Xxxxxxxxxxx Exchange Shares, the
Xxxxxxxxxx Exchange Shares and the Trust Exchange Shares have been duly
authorized, and are validly issued, fully paid and non-assessable, and the
Xxxxxxxxxxx Exchange Shares represent the percentage of issued and outstanding
capital stock of the Operating Companies as set forth on Schedules A and B
hereto. The transfer of the Xxxxxxxxxxx Exchange Shares to the Company in
accordance with the terms hereof will transfer to the Company full legal and
valid title thereto, free and clear of any liens, security interests, charges,
pledges or encumbrances.
(b) No consent, approval or authorization of, or
declaration, filing or registration with, any third party, including any
governmental or regulatory authority, on the part of Xxxxxxxxxxx or any of the
Operating Companies, is required in connection with the execution and delivery
of this Agreement or the consummation of the transactions contemplated hereby
other than consents which have heretofore been obtained.
(c) Xxxxxxxxxxx has full power and authority to execute,
deliver and perform this Agreement, and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
and the consummation of the transactions contemplated hereby, will not conflict
with, or result in a violation of, or constitute a default under, any provision
of the Certificate or Articles of Incorporation or By-laws of any of the
Operating Companies, or any material agreement, mortgage, indenture, license,
permit, lease or other instrument or any judgment, decree, ruling or
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order to which any of Xxxxxxxxxxx or the Operating Companies is a party or by
which any of Xxxxxxxxxxx or the Operating Companies or his or their respective
properties are bound.
(d) This Agreement constitutes the legal, valid and binding
obligation of Xxxxxxxxxxx, enforceable against him in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, moratorium
or other similar laws presently or hereafter in effect affecting the enforcement
of creditors' rights generally or by general rules of equity.
(e) Xxxxxxxxxxx will acquire the Xxxxxxxxxxx Acquisition
Shares for his own account and not with a view to, or for resale in connection
with, the distribution or other disposition thereof except in compliance with
1933 Act, and he will not, directly or indirectly, offer, sell, pledge, transfer
or otherwise dispose of any of such Xxxxxxxxxxx Acquisition Shares (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of any of such
Xxxxxxxxxxx Acquisition Shares) except in compliance with the 1933 Act.
Xxxxxxxxxxx acknowledges that the Xxxxxxxxxxx Acquisition Shares shall
constitute "restricted securities" as defined in Rule 144 under the 1933 Act.
(f) Xxxxxxxxxxx is an "accredited investor" as defined in
Regulation D under the 1933 Act.
5. REPRESENTATIONS AND WARRANTIES OF THE XXXXXXXXXXX TRUSTS
Each of the Xxxxxxxxxxx Trusts hereby represents and
warrants to the Company solely as to itself as follows:
(a) The Trust Exchange Shares are owned by it beneficially
and of record, free and clear of any liens, security interests, charges, pledges
or encumbrances. The Trust Exchange Shares represent 6-2/3 percent of the issued
and outstanding capital stock of SSY. The transfer of the Trust Exchange Shares
to the Company in accordance with the terms hereof will transfer to the Company
full legal and valid title thereto, free and clear of any liens, security
interests, charges, pledges or encumbrances.
(b) No consent, approval or authorization of, or
declaration, filing or registration with, any third party, including any
governmental or regulatory authority, on the part of the Xxxxxxxxxxx Trust, is
required in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.
(c) The Xxxxxxxxxxx Trust has full power and authority to
execute, deliver and perform this Agreement, and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
and the consummation of the transactions contemplated hereby, will not conflict
with, or result in a
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violation of, or constitute a default under, any material agreement, mortgage,
indenture, license, permit, lease or other instrument or any judgment, decree,
ruling or order to which the Xxxxxxxxxxx Trust is a party or by which the
Xxxxxxxxxxx Trust or its properties are bound.
(d) This Agreement constitutes the legal, valid and binding
obligation of the Xxxxxxxxxxx Trust, enforceable against it in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws presently or hereafter in effect affecting the
enforcement of creditors' rights generally or by general rules of equity.
(e) The Xxxxxxxxxxx Trust will acquire the Trust
Acquisition Shares for its own account and not with a view to, or for resale in
connection with, the distribution or other disposition thereof except in
compliance with the 1933 Act, and the Xxxxxxxxxxx Trust will not, directly or
indirectly, offer, sell, pledge, transfer or otherwise dispose of any of such
Trust Acquisition Shares (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of any of such Trust Acquisition Shares) except in
compliance with the 1933 Act. The Xxxxxxxxxxx Trust acknowledges that the Trust
Acquisition Shares shall constitute "restricted securities" as defined in Rule
144 under the 1933 Act.
(f) The Xxxxxxxxxxx Trust has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits
and risks of the prospective investment in the Trust Acquisition Shares and the
Xxxxxxxxxxx Trust has received a copy of the Company's Preliminary Prospectus
dated December 2, 1996 relating to the proposed initial public offering of
Company Common Stock by the Company.
6. REPRESENTATIONS AND WARRANTIES OF XXXXXXXXXX
Xxxxxxxxxx hereby represents and warrants to the Company as
follows:
(a) The Xxxxxxxxxx Exchange Shares are owned by Xxxxxxxxxx
beneficially and of record, free and clear of any liens, security interests,
charges, pledges or encumbrances. The transfer of the Xxxxxxxxxx Exchange Shares
to the Company in accordance with the terms hereof will transfer to the Company
full legal and valid title thereto, free and clear of any liens, security
interests, charges, pledges or encumbrances.
(b) No consent, approval or authorization of, or
declaration, filing or registration with, any third party, including any
governmental or regulatory authority, on the part of Xxxxxxxxxx, is required in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.
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(c) Xxxxxxxxxx has full power and authority to execute,
deliver and perform this Agreement, and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
and the consummation of the transactions contemplated hereby, will not conflict
with, or result in a violation of, or constitute a default under, any material
agreement, mortgage, indenture, license, permit, lease or other instrument or
any judgment, decree, ruling or order to which Xxxxxxxxxx is a party or by which
Xxxxxxxxxx or his respective properties are bound.
(d) This Agreement constitutes the legal, valid and binding
obligation of Xxxxxxxxxx, enforceable against him in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, moratorium
or other similar laws presently or hereafter in effect affecting the enforcement
of creditors' rights generally or by general rules of equity.
(e) Xxxxxxxxxx will acquire the Xxxxxxxxxx Acquisition
Shares for his own account and not with a view to, or for resale in connection
with, the distribution or other disposition thereof except in compliance with
the 1933 Act, and he will not, directly or indirectly, offer, sell, pledge,
transfer or otherwise dispose of any of such Xxxxxxxxxx Acquisition Shares (or
solicit any offers to buy, purchase or otherwise acquire or take a pledge of any
of such Xxxxxxxxxx Acquisition Shares) except in compliance with the 1933 Act.
Xxxxxxxxxx acknowledges that the Xxxxxxxxxx Acquisition Shares shall constitute
"restricted securities" as defined in Rule 144 under the 1933 Act.
(f) Xxxxxxxxxx is an "accredited investor" as defined in
Regulation D under the 1933 Act.
7. CONFIRMATION OF XXXXXXXXXX'X AGREEMENTS
Subject to and in accordance with the terms of the Stock
Agreement among Xxxxxxxxxx, Xxxxxxxxxxx and Amscan Inc., dated October 9, 1996
(the "Stock Agreement") and the Loan Agreement between Xxxxxxxxxxx, Xxxxxxxxxx
and Xxxxxxx & Xxxxxxxxx, LLP, as escrow agent, dated October 9, 1996 (the "Loan
Agreement"), Xxxxxxxxxx hereby confirms his agreement that he will not sell any
Xxxxxxxxxx Acquisition Shares received by Xxxxxxxxxx hereunder for a period of
twelve (12) consecutive months from the date hereof, except that during such
twelve month period, Xxxxxxxxxx may (i) transfer any of such shares to
Xxxxxxxxxxx to repay indebtedness which Xxxxxxxxxx might incur pursuant to the
Loan Agreement, and/or (ii) make gifts of the Xxxxxxxxxx Acquisition Shares;
provided, however that Xxxxxxxxxx personally agrees and agrees on behalf of the
donees of Xxxxxxxxxx Acquisition Shares in connection with such gifts that none
of the donees of his gifts will sell Xxxxxxxxxx Acquisition Shares prior to the
third anniversary of the transfer of the Xxxxxxxxxx Acquisition Shares to
Xxxxxxxxxx.
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8. MISCELLANEOUS
(a) From time to time on and after the date hereof, each of
the parties hereto shall deliver or cause to be delivered such further documents
and instruments and shall do and cause to be done such further acts and things
as shall be necessary or desirable to carry out the intent of the parties hereto
and accomplish the purposes set forth herein.
(b) This Agreement may not be modified or amended except by
an instrument or instruments in writing signed by the party against whom
enforcement of any such modifications or amendment is sought. Any party hereto
may, by an instrument in writing, waive compliance by another party hereto with
any term or provision of this Agreement included for the benefit of such waiving
party. The waiver by any party hereto of a breach of any terms or provisions of
this Agreement shall not be construed as a waiver of any other terms or
provisions or of any further breach.
(c) This Agreement, together with the related schedules
hereto, constitutes the entire agreement among the parties hereto and supersedes
all prior agreements, understandings and arrangements, oral or written, among
the parties hereto with respect to the subject matter herein or thereof.
(d) This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors. This Agreement
may not be assigned by any party hereto.
(e) Any notice or other communication given pursuant to
this Agreement shall be in writing and shall be given to the parties at the
following addresses or at such other addresses as the parties may hereafter
specify in writing:
If to the Company:
Amscan Holdings, Inc.
00 Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn.: Xx. Xxxxx X. Xxxxxxxx
with a copy to:
Xxxxxxxx & Xxxxxxxx
Four Xxxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn.: Xxxx X. Xxxxxx, Esq.
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If to Xxxxxxxxxxx or any of the Xxxxxxxxxxx Trusts:
Xx. Xxxx X. Xxxxxxxxxxx
c/o Amscan Holdings, Inc.
00 Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
with a copy to:
Xxxxxxx & Xxxxxxxxx, LLP
Xxx Xxxxx Xxxxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Attn: Xxxx Lever, Esq.
If to Xxxxxxxxxx:
Xx. Xxxxxx X. Xxxxxxxxxx
00 Xxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
with a copy to:
Orloff, Lowenbach, Xxxxxxxxx & Xxxxxx, P.A.
000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxx X. Xxxxxxx, Esq.
Any such notice or communication shall be hand delivered,
mailed by registered or certified mail, return receipt requested, postage
prepaid, sent by a recognized overnight delivery service or sent by telecopier
with receipt confirmed by telephone by the recipient of such notice or other
communication. If hand delivered, notice shall be effective upon delivery; if
mailed, notice shall be effective upon the fourth day following the postmark
date; if sent by a recognized overnight delivery service, notice shall be
effective upon the second business day after deposit with such delivery service;
if telecopied, notice shall be effective upon confirmation of receipt.
(f) This Agreement shall be governed and construed in
accordance with the laws of the State of New York, without giving effect to
principles of conflict of laws. All claims, disputes or causes of action
relating to or arising out of this Agreement shall be
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brought, heard and resolved solely and exclusively by and in a federal or state
court situated in New York.
(g) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(h) Descriptive headings are for convenience only and will
not control or affect the meaning or construction of any provision of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
AMSCAN HOLDINGS, INC.
-----------------------------------
Name:
Title:
-----------------------------------
Xxxx X. Xxxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxx
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XXXXXXXXX XXXXXXXXXXX TRUST
By_________________________________
Xxxx X Xxxxxxxxxxx, Trustee
XXX XXXXXXXXXXX TRUST
By_________________________________
Xxxx X Xxxxxxxxxxx, Trustee
XXXXXXXXX XXXXXXXXXXX TRUST
By_________________________________
Xxxx X Xxxxxxxxxxx, Trustee
XXXXXXX XXXXXXXXXXX TRUST
By_________________________________
Xxxx X Xxxxxxxxxxx, Trustee
XXXXX XXXXXXXXXXX TRUST
By_________________________________
Xxxx X Xxxxxxxxxxx, Trustee
XXXX XXXXXXXXXXX TRUST
By_________________________________
Xxxx X Xxxxxxxxxxx, Trustee
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SCHEDULE A
NUMBER OF SHARES AND PERCENTAGE OF ISSUED AND
OUTSTANDING SHARES OWNED AND TO BE EXCHANGED BY XXXX
NAME OF ENTITY X. XXXXXXXXXXX
-------------- -----------------------------------------------------
Amscan Inc. 660 shares of common stock, no par value/100%
Am-Source, Inc. 60 shares of common stock, no par value/50%
Trisar, Inc. 266.66 shares of common stock, no par value/100%
JCS Realty Corp. 1 share of common stock, no par value/100%
SSY Realty Corp. 120 shares of common stock, no par value/60%
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SCHEDULE B
NUMBER OF SHARES AND PERCENTAGE OF ISSUED CASH PORTION OF
AND OUTSTANDING SHARES OWNED AND TO BE XXXXXXXXXXX
NAME OF ENTITY EXCHANGED BY XXXX X. XXXXXXXXXXX CONSIDERATION
-------------- -------------------------------- -------------
Amscan Distributors (Canada) Ltd. 3,000 shares of common stock, par value $1 (Canadian) per $75,000
share/100%
Amscan Svenska AB 1,500 shares of common stock, no par value/100% $2,000
Amscan Holdings Limited 215,625 shares of common stock, par value 20p per share/75% $20,000
5,000 shares of preference stock, par value 1 British Pound
Sterling per share/100%
Amscan (Asia Pacific) Pty. Ltd. 760 shares of common stock, par value Aus. $1 per share/85% $20,000
Amscan Partyartikel GmbH 47,500 shares/95% $14,000
Amscan de Mexico, S.A. de C.V. 29 shares of Class B common stock, no par value and 580 shares $2,000
of Class B-1 common stock, no par value/48.3% of all
outstanding shares of capital stock
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SCHEDULE C
NUMBER OF SHARES OF
NAME OF TRUST COMPANY COMMON STOCK
------------- --------------------
Xxxxxxxxx Xxxxxxxxxxx Trust
Xxx Xxxxxxxxxxx Trust
Xxxxxxxxx Xxxxxxxxxxx Trust
Xxxxxxx Xxxxxxxxxxx Trust
Xxxxx Xxxxxxxxxxx Trust
Xxxx Xxxxxxxxxxx Trust
