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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
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EGREETINGS NETWORK, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
AMERICAN PIE ACQUISITION CORP.
AMERICANGREETINGS.COM, INC.
(NAME OF FILING PERSONS, OFFERORS)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
282343102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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TAMMY L. MARTIN, ESQ.
AMERICANGREETINGS.COM, INC.
THREE AMERICAN ROAD
CLEVELAND, OH 44144
(216) 889-5000
COPY TO:
LYLE G. GANSKE
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OH 44114
(216) 586-3939
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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$30,829,435 $6,166
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(1) 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.
(2) The fee, calculated in accordance with Rule 0-11(d) of the Securities
Exchange Act of 1934, is 1/50 of one percent of the aggregate of the value
of the transaction.
[ ] 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 date of its filing.
AMOUNT PREVIOUSLY PAID: ------------------------- FILING PARTY: -------------------------------------
FORM OR REGISTRATION NO.: ------------------------ DATE FILED: ---------------------------------------
[ ] 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.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO relates to the offer by American
Pie Acquisition Corp. ("Purchaser"), a Delaware corporation and a wholly owned
subsidiary of AmericanGreetings.com, Inc., a Delaware corporation ("Parent"), to
purchase all of the outstanding common stock, par value $.001 per share (the
"Shares"), of Egreetings Network, Inc., a Delaware corporation (the "Company"),
at a purchase price of $0.85 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer To Purchase, dated February 12, 2001 (the "Offer To Purchase"), and in the
related Letter of Transmittal (which, as they may be amended or supplemented
from time to time, together constitute the "Offer"), which are annexed to and
filed with this Schedule TO as Exhibits (a)(1) and (a)(2), respectively. This
Schedule TO is being filed on behalf of Parent and Purchaser. The information
set forth in the Offer To Purchase and the related Letter of Transmittal is
incorporated herein by reference with respect to Items 1 through 9 and 11 of
this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
None of Parent, Purchaser or, to the best knowledge of such corporations,
any of the persons listed on Schedule I to the Offer To Purchase, has during the
last five years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of such
laws.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not Applicable.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase, dated February 12, 2001
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(5) Notice of Guaranteed Delivery
(a)(6) Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9
(a)(7) Joint press release issued by Parent and the Company on
February 5, 2001 (filed as Exhibit 99.7 to Schedule 13D as
filed by American Greetings Corporation, AGC Investments,
Inc., Gibson Greetings, Inc., Parent and Purchaser on
February 7, 2001 and incorporated herein by reference)
(b) Not applicable
(c) Not applicable
(d)(1) Agreement and Plan of Merger, dated as of February 5, 2001,
by and among the Company, Parent and Purchaser (filed as
Exhibit 99.5 to Schedule 13D as filed by American Greetings
Corporation, AGC Investments, Inc., Gibson Greetings, Inc.,
Parent and Purchaser on February 7, 2001 and incorporated
herein by reference)
(d)(2) Tender and Voting Agreement, dated as of February 5, 2001,
by and among Parent, Purchaser and certain Stockholders of
the Company (filed as Exhibit 99.6 to Schedule 13D as filed
by American Greetings Corporation, AGC Investments, Inc.,
Gibson Greetings, Inc., Parent and Purchaser on February 7,
2001 and incorporated herein by reference)
(d)(3) Mutual Confidentiality Agreement, dated November 11, 1999,
by and between Parent and the Company
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not Applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
AMERICANGREETINGS.COM, INC.
By: /s/ MAUREEN SPOONER
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Name: Maureen Spooner
Title: Chief Financial Officer
AMERICAN PIE ACQUISITION CORP.
By: /s/ MAUREEN SPOONER
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Name: Maureen Spooner
Title: Vice President of Finance and
Administration, Treasurer and
Secretary
Date: February 12, 2001
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EXHIBIT INDEX
(a)(1) Offer to Purchase, dated February 12, 2001
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(5) Notice of Guaranteed Delivery
(a)(6) Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9
(a)(7) Joint press release issued by Parent and the Company on
February 5, 2001 (filed as Exhibit 99.7 to Schedule 13D as
filed by American Greetings Corporation, AGC Investments,
Inc., Gibson Greetings, Inc., Parent and Purchaser on
February 7, 2001, and incorporated herein by reference)
(d)(1) Agreement and Plan of Merger, dated as of February 5, 2001,
by and among the Company, Parent and Purchaser (filed as
Exhibit 99.5 to Schedule 13D as filed by American Greetings
Corporation, AGC Investments Inc., Gibson Greetings, Inc.,
Parent and Purchaser on February 7, 2001, and incorporated
herein by reference)
(d)(2) Tender and Voting Agreement, dated as of February 5, 2001,
by and among Parent, Purchaser and certain Stockholders of
the Company (filed as Exhibit 99.6 to Schedule 13D as filed
by American Greetings Corporation, AGC Investments, Inc.,
Gibson Greetings, Inc., Parent and Purchaser on February 7,
2001 and incorporated herein by reference)
(d)(3) Mutual Confidentiality Agreement, dated November 11, 1999,
by and between Parent and the Company