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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13E-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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EGREETINGS NETWORK, INC.
(Name of Issuer)
EGREETINGS NETWORK, INC.
(Name of Person Filing Statement)
Common Stock, $.001 Par Value
(Title of Class of Securities)
282343102
(CUSIP Number of Class of Securities)
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Egreetings Network, Inc.
Andrew J. Moley
149 New Montgomery Street
San Francisco, CA 94105
(415) 375-4100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
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With a copy to:
Kenneth Guernsey, Esq.
Jamie Chung, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation material or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement refereed to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
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$30,829,435 $6,166
* Estimated solely for purposes of calculating the amount of the filing
fee. This amount assumes the purchase at $0.85 per share, pursuant to
the Offer To Purchase, of all 33,007,900 shares of common stock (the
"Shares") of Egreetings Network, Inc. outstanding as of January 29, 2001
and 2,817,720 Shares issuable upon exercise of certain options and
444,304 Shares issuable upon exercise of certain warrants.
[X] Check the box if any part of the fee is offset as provided by Exchange
Act 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: $6,166 Filing Party: AmericanGreetings.com, Inc. and
American Pie Acquisition Corp.
Form or Registration No: TO-T Date Filed: February 12, 2001
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INTRODUCTION
This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule
13e-3 (this "Schedule 13e-3") is being filed by Egreetings Network, Inc., a
Delaware corporation (the "Company" or "Egreetings"), pursuant to Section 13(e)
of the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder,
in connection with the tender offer by American Pie Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of
AmericanGreetings.com, Inc., a Delaware corporation ("AmericanGreetings.com"),
to purchase all of the outstanding shares of common stock, par value $0.001 per
share, of Egreetings (the "Shares"), at a purchase price of $0.85 per Share, net
to the seller in cash, without interest, on the terms and subject to the
conditions set forth in the Purchaser's Offer To Purchase, dated February 12,
2001 (the "Offer To Purchase") and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). In response to the Offer, the Company filed a
Solicitation/Recommendation Statement on Schedule 14D-9, dated February 12,
2001, as amended (the "Schedule 14D-9"). Pursuant to General Instruction F to
Schedule 13e-3, information contained in the Schedule 14D-9 is expressly
incorporated by reference in response to the items of this Schedule 13e-3 and
information contained in the Offer To Purchase filed with a Tender Offer
Statement on Schedule TO by Purchaser with the Securities and Exchange
Commission on February 12, 2001, as amended, is expressly incorporated by
reference in response to the items of this Schedule 13e-3. All such information
incorporated by reference is hereby expressly adopted by Egreetings. Capitalized
terms used but not defined herein shall have the meanings ascribed to the Offer
To Purchase.
ITEM 1. SUMMARY TERM SHEET
The information contained in the Offer To Purchase under the heading "Summary
Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The information contained in the Schedule 14D-9 under the
heading "Item 1. Subject Company Information" is incorporated
herein by reference.
(b) The information contained in the Schedule 14D-9 under the
heading "Item 1. Subject Company Information" is incorporated
herein by reference.
(c) The information contained in the Offer To Purchase under the
heading "Price Range of the Shares; Dividends on the Shares" is
incorporated herein by reference.
(d) The information contained in the Offer To Purchase under the
heading "Price Range of the Shares; Dividends on the Shares" is
incorporated herein by reference.
(e) The information contained in the Schedule 14D-9 under the
heading "Item 1. Subject Company Information" is incorporated
herein by reference.
(f) Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) The information contained in the Schedule 14D-9 under the
headings "Item 1. Subject Company Information" and "Item 2.
Identity and Background of the Filing Person" is incorporated
herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information contained in the Offer To Purchase under the
heading "The Offer" is incorporated herein by reference
(c) None.
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(d) The information contained in the Offer To Purchase under the
heading "Other Matters - Appraisal Rights" is incorporated
herein by reference.
(e) None.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) The information contained in the Schedule 14D-9 under the
heading "Item 3. Past Contacts, Transactions, Negotiations and
Agreements" is incorporated herein by reference.
(b) The information contained in the Schedule 14D-9 under the
heading "Item 4. The Solicitation or Recommendation" is
incorporated herein by reference.
(c) The information contained in the Schedule 14D-9 under the
heading "Item 4. The Solicitation or Recommendation" is
incorporated herein by reference.
(e) The information contained in the Offer To Purchase under the
headings "The Merger Agreement" and "The Tender and Voting
Agreement" is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) The information contained in the Offer To Purchase under the
heading "Purpose and Structure of the Transaction; Effects of
the Transaction" is incorporated herein by reference.
(c) The information contained in the Offer To Purchase under the
heading "Plans for Egreetings" is incorporated herein by
reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
The information contained in the Offer To Purchase under the heading "Purpose
and Structure of the Transaction; Effects of the Transaction" and Schedule 14D-9
under the heading "Background" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
The information contained in the Schedule 14D-9 under the heading "Item 4. The
Solicitation or Recommendation" is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
The information contained in the Schedule 14D-9 under the headings "Item 4. The
Solicitation or Recommendation" and "Item 5. Persons/Assets Retained, Employed,
Compensated or Used" is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The information contained in the Offer To Purchase under the
heading "10. Source and Amount of Funds" is incorporated herein
by reference.
(b) The information contained in the Offer To Purchase under the
heading "10. Source and Amount of Funds" is incorporated herein
by reference.
(c) The information contained in the Offer To Purchase under the
heading "15. Fees and Expenses" is incorporated herein by
reference. Egreetings, as the subject company, will be
responsible for paying all expenses related to its role in the
Offer.
The following table presents the estimated fees and expenses to be
incurred by Egreetings in connection with the Offer and the Merger:
Investment Banker Fees......................................... $ 1,550,000
Cooley Godward LLP............................................. $ 250,000
Miscellaneous.................................................. $ 200,000
Total........................................................ $ 2,000,000
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(d) The information contained in the Offer To Purchase under the
heading "10. Source and Amount of Funds" is incorporated herein
by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) The information contained in Annex B to the Schedule 14D-9 under
the heading "Stock Ownership of Certain Beneficial Owners and
Management" is incorporated herein by reference.
(b) The information contained in the Schedule 14D-9 under the
heading "Item 6. Interest in Securities of the Subject Company"
is incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
(d) The information contained in the Schedule 14D-9 under the
heading "Intent to Tender" is incorporated herein by reference.
(e) The information contained in the Schedule 14D-9 under the
heading "Intent to Tender" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS
The information contained in the Offer To Purchase under the heading "8. Certain
Information Concerning Egreetings" is incorporated herein by reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED COMPENSATED OR USED
The information contained in the Schedule 14D-9 under the heading "Item 5.
Persons/Assets Retained, Employed, Compensated or Used" and in the Offer To
Purchase under the heading "15. Fees and Expenses" is incorporated herein by
reference.
ITEM 15. ADDITIONAL INFORMATION
(b) None.
ITEM 16. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Stockholders of Egreetings, dated February 12, 2001
(incorporated by reference to Exhibit (a)(1) of the
Solicitation/Recommendation Statement on Schedule 14D-9, dated
February 12, 2001, filed by Egreetings on February 12, 2001)
(a)(2) Opinion of Credit Suisse First Boston Corporation (incorporated
by reference to Annex A of the Solicitation/Recommendation
Statement on Schedule 14D-9, dated February 12, 2001, filed by
Egreetings on February 12, 2001)
(a)(3) Joint Press Release issued by Egreetings and
AmericanGreetings.com on February 5, 2001 (incorporated by
reference to Exhibit 99.2 to Egreetings' Current Report on Form
8-K filed on February 6, 2001)
(a)(4) Offer To Purchase, dated February 12, 2001 (incorporated herein
by reference to Exhibit (a)(1) to the Schedule TO of the
Purchaser filed on February 12, 2001).
(a)(5) Solicitation/Recommendation Statement on Schedule 14D-9, dated
February 12, 2001 (filed by Egreetings on February 12, 2001).
(c)(1) Opinion of Credit Suisse First Boston Corporation (incorporated
by reference to Annex A of the Solicitation/Recommendation
Statement on Schedule 14D-9, dated February 12, 2001, filed by
Egreetings on February 12, 2001)
(c)(2) Materials presented by Credit Suisse First Boston Corporation to
the Board of Directors of Egreetings on February 4, 2001 as
described in the Schedule 14D-9. (incorporated by reference to
Exhibit (c)(2) of the Schedule 13e-3 filed by Egreetings on
February 26, 2001)
(f)(1) Offer To Purchase, dated February 12, 2001 (incorporated herein
by reference to Exhibit (a)(1) to the Schedule TO of the
Purchaser filed on February 12, 2001)
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
EGREETINGS NETWORK, INC.
By: /s/ Andrew J. Moley
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Andrew J. Moley
Chief Executive Officer
and President
Dated: March 2, 2001
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