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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
EGreetings Network, Inc.
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(Name of Subject Company)
AmericanGreetings.Com, Inc.; American Pie Acquisition Corp.
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(Offerors)
Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
282343102
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(CUSIP Number of Class of Securities)
Tammy L. Martin, Esq.
AmericanGreetings.com, Inc.
Three American Road
Cleveland, Ohio 44114
(216) 889-5000
Copy to:
Lyle G. Ganske, Esq.
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
Transaction valuation Amount of filing fee
Not Applicable Not Applicable
[ ] Check the box if any part of the fee is offset as provided by 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 filings
Amount Previously
Paid.......................................None Filing Party........................................N/A
Form or Registration
No.........................................N/A Date Filed..........................................N/A
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting to reuslts
fo the tender offor: [ ]
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The following is a joint press release issued by AmericanGreetings.com, Inc. and
EGreetings Network, Inc. on February 5, 2001 announcing the proposed tender
offer and merger.
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FOR IMMEDIATE RELEASE
AMERICANGREETINGS.COM TO ACQUIRE
EGREETINGS NETWORK
Merger Will Establish AmericanGreetings.com as Personal Expressions Leader
CLEVELAND AND SAN FRANCISCO (February 5, 2001) - AmericanGreetings.com, Inc. and
Egreetings Network, Inc. (Nasdaq: EGRT) announced today that they have signed a
merger agreement in which AmericanGreetings.com will acquire all outstanding
shares of Egreetings. The acquisition will establish AmericanGreetings.com as
the category leader in electronic greetings, already the second most-popular
activity on the web, just following e-mail in Internet activity.
Under the terms of the merger agreement, AmericanGreetings.com will extend an
all-cash tender offer for all outstanding common shares of Egreetings for $0.85
per share. Stockholders representing approximately 27% of the outstanding shares
of common stock of Egreetings have already agreed to tender their shares and to
vote in favor of the merger agreement. Together with the shares owned by
affiliates of AmericanGreetings.com, this commits approximately 47% of the
outstanding stock in favor of the acquisition.
"The acquisition of Egreetings by AmericanGreetings.com will place
AmericanGreetings.com among the top 15 websites, with 20 million unique monthly
visitors," said Josef Mandelbaum, Chief Executive Officer of
AmericanGreetings.com. "This deal establishes us as the clear leader in our
category and broadens demographic appeal to consumers and advertisers alike. Our
expanded reach and ability to target customers based on their interests make us
even more attractive to a larger pool of advertisers."
"We are pleased with the opportunity to leverage the synergies between our
sites," said Andrew Moley, Chief Executive Officer and President of Egreetings.
"Combining the two companies' traffic, content and entertainment relationships
will result in a stronger and more appealing site for all of our users."
ABOUT AMERICANGREETINGS.COM
American Greetings.com, www.AmericanGreetings.com (AOL Keyword: AG ), is the
web's leading personal expression company. Through partnerships with AOL, AIM,
ICQ and Yahoo, AmericanGreetings.com reaches 80% of all web users and
consistently ranks among the top 20 web sites attracting 12.8 million unique
monthly visitors (Nielsen/Netratings, December 2000). In addition to providing
the most free greetings on the web at its flagship greetings hub,
AmericanGreetings.com provides users with its free eAgents newsletter service.
Featuring content from the leading brands on the Internet, eAgents is the
personalized daily newspaper the Internet always promised, but never delivered
until now. AmericanGreetings.com is a subsidiary of American Greetings
Corporation (NYSE: AM), the world's largest publicly held creator, manufacturer
and distributor of greeting cards and social expression products.
ABOUT EGREETINGS NETWORK, INC.
Egreetings Network, Inc. (Nasdaq: EGRT) is a rich media services company that
operates an online card and entertainment Web site. Its business offerings
include a content-leveraged Application Service Provider (ASP) platform and
multi-media communications tools for customer
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acquisition, retention and revenue generation. Egreetings website,
www.egreetings.com, offers thousands of online cards for all occasions and
sentiments featuring rich graphics, animations and music that can be
personalized to make messages memorable and unique. E-greetings is a registered
trademark and Egreetings is a trademark of Egreetings Network, Inc.
AMERICANGREETINGS.COM AMERICAN GREETINGS CORPORATION
MEDIA CONTACT INVESTOR RELATIONS CONTACT
Nancy Davis William Meyer
216-889-5072 216-252-7300
EGREETINGS NETWORK, INC
Director, Corporate Communications
Silvia Young
415-375-4100
The statements contained in this release that are not historical facts are
forward-looking statements. Actual results may differ materially from those
projected in the forward-looking statements. These forward-looking statements
involve risks and uncertainties, including but not limited to: a weak retail
environment, Egreetings stockholders may not approve the merger, the closing
conditions for the transactions may not be met, the transactions may be delayed
or not completed at all, the diversion of management time and the incurrence of
transaction-related expenses, the expected synergies of the transactions may not
be achieved, the ability of AmericanGreetings.com to attract strategic partners
as investors, the viability of online advertising as a revenue generator, and
the public's acceptance of online greetings and other social expression
products. For risks relating to the business of Egreetings and American
Greetings, see their annual reports on Form 10-K for the year ended December 31,
1999 and February 28, 2000, respectively, and any subsequently filed Quarterly
Reports on Form 10-Qs.
This release is neither an offer to purchase nor a solicitation of an offer to
sell securities of Egreetings. The tender offer will be made solely by an offer
to purchase and related letter of transmittal to be disseminated upon the
commencement of the tender offer. Stockholders of Egreetings should read the
tender offer documents, including the Egreetings solicitation/recommendation
statement when they are available because they will contain important
information. You may obtain free copies of the tender offer documents, including
the Egreetings solicitation/recommendation statement, through the website
maintained by the Securities and Exchange Commission at http://www.sec.gov. Free
copies of each of the tender offer documents filed by AmericanGreetings.com or
Egreetings may also be obtained by contacting the individuals listed above.
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