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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. 2)
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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
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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
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American Pie Acquisition Corp.
Form or Registration No: TO-T Date Filed: February 12, 2001
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INTRODUCTION
This Amendment No. 2 to Rule 13E-3 Transaction Statement on Schedule
13E-3 (this "Schedule 13E-3") is being filed by Egreetings Network, Inc., a
Delaware corporation ( "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, 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, and as amended on February 26, 2001,
March 2, 2001 and March 13, 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 Tender Offer Statement
on Schedule TO by Purchaser with the Securities and Exchange Commission on
February 12, 2001, as amended on February 26, 2001 and March 13, 2001, is hereby
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. In addition, this Amendment No. 2 to Schedule 13E-3
hereby amends and supplements Item 16 of the Schedule 13E-3.
ITEM 16. MATERIAL TO BE FILED AS EXHIBITS
Item 16 is hereby amended and supplemented by adding the following
thereto:
(a)(6) Press Release issued by Egreetings on March 12, 2001 (incorporated by
reference to Exhibit (a)(10) to Amendment No. 2 to the Schedule TO of
the Purchaser filed March 13, 2001).
(a)(7) Press Release issued by AmericanGreetings.com on March 12, 2001
(incorporated by reference to Exhibit (a)(9) to Amendment No. 2 to the
Schedule TO of the Purchaser filed March 13, 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 13, 2001
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