1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
------------------------
EGREETINGS NETWORK, INC.
(Name of Subject Company)
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)
-----------------
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)
---------------------------------
With a copy to:
Kenneth Guernsey, Esq.,
Jamie Chung, Esq.
Cooley Godward LLP
One Maritime Plaza
San Francisco, CA 94111
(415) 693-2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
2
This Amendment No. 3 (the "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on February 12, 2001, and
as amended on February 26, 2001 and March 2, 2001 (the "Statement") related to
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 the common stock, par value $0.001 per share, of
Egreetings Network, Inc. ("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"). The Offer is described in a Tender Offer Statement on Schedule TO,
filed by AmericanGreetings.com and the Purchaser with the Commission on February
12, 2001 (as amended or supplemented from time to time, the "Schedule TO"). This
Amendment hereby amends and supplements Items 8 and 9 of the Statement.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Statement.
ITEM 8. ADDITIONAL INFORMATION
(b) Item 8 of the Statement is hereby amended and supplemented by adding
the following thereto:
On March 12, 2001, Egreetings issued a press release announcing the
release of its financial statements for the fiscal year ended December 31, 2000,
and that audited financial statements were provided to AmericanGreetings.com in
connection with the Offer. Such press release is incorporated herein by
reference.
On March 12, 2001, AmericanGreetings.com issued a press release
pertaining to the extension of the Offer for an additional five business days.
Such press release is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding the following
thereto:
(a)(5) Press Release issued by Egreetings on March 12, 2001.*
(a)(6) Press Release issued by AmericanGreetings.com 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.
** Incorporated by reference to Exhibit (a)(9) to Amendment No. 2 to the
Schedule TO of the Purchaser filed March 13, 2001.
2
3
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
-------------------------------------
Andrew J. Moley
Chief Executive Officer
and President
Dated: March 13, 2001
3