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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. 3)
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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
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* 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. 3 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 Feburary 26, 2001,
March 2, 2001, March 13, 2001 and March 19, 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, March
13, 2001 and March 16, 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. 3 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)(8) Audited Financial Statements of Egreetings for year ended December 31,
2000, together with report of independent auditors thereon
(incorporated by reference to Exhibit 99.2 to Egreetings' Current
Report on Form 8-K filed on March 16, 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 19, 2001