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Exhibit (a)(4)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
EGREETINGS NETWORK, INC.
AT
$0.85 NET PER SHARE
BY
AMERICAN PIE ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY
OF
AMERICANGREETINGS.COM, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, MARCH 12, 2001, UNLESS THE OFFER IS EXTENDED.
February 12, 2001
To Our Clients:
Enclosed for your consideration are the Offer To Purchase, dated February
12, 2001 (the "Offer To Purchase"), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer") and other materials relating to the offer by American
Pie Acquisition Corp. ("Purchaser"), a wholly owned subsidiary of
AmericanGreetings.com, Inc. ("Parent"), to purchase all outstanding shares of
common stock (the "Shares") of Egreetings Network, Inc. (the "Company"), 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 Offer To Purchase
and the related Letter of Transmittal enclosed herewith. Holders of Shares
("Stockholders") whose certificates for such Shares (the "Certificates") are not
immediately available or who cannot deliver their Certificates and all other
required documents to the Depositary or complete the procedures for book-entry
transfer on or prior to the Expiration Date (as defined in the Offer To
Purchase) must tender their Shares according to the guaranteed delivery
procedures set forth in Section 3 of the Offer To Purchase.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL ACCOMPANYING
THIS LETTER IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY
YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The tender price is $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.
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2. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
in the Offer To Purchase) that number of Shares that (together with any
Shares then owned by Parent or any of its subsidiaries) represents at least
a majority of the Shares outstanding on a fully diluted basis (assuming the
exercise of Options that are vested or will become vested upon the
consummation of the Offer and all outstanding Warrants) on the date of
purchase. The Offer is also subject to the conditions set forth in the
Offer To Purchase. See the Introduction and Sections 1, 13 and 14 of the
Offer To Purchase.
3. The Offer is being made for all outstanding Shares.
4. Tendering Stockholders will not be obligated to pay brokerage fees
or commissions to the Depositary or the Information Agent or, except as set
forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the
purchase of Shares by Purchaser pursuant to the Offer. However, federal
income tax backup withholding at a rate of 31% may be required, unless an
exemption is provided or unless the required taxpayer identification
information is provided. See Instruction 10 of the Letter of Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Monday, March 12, 2001, unless the Offer is extended.
6. The Board of Directors of the Company has unanimously determined
that each of the transactions contemplated by the Merger Agreement,
including the Offer and the Merger (as such terms are defined in the Offer
To Purchase), is fair to and in the best interests of the Company and the
Stockholders, has approved the Offer and adopted the Merger Agreement and
recommends that Stockholders accept the Offer and tender their Shares
pursuant to the Offer.
7. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will in all cases be made
only after timely receipt by the Depositary of (a) Certificates for Shares
or a timely Book-Entry Confirmation (as defined in the Offer To Purchase)
with respect to such Shares pursuant to the procedures set forth in Section
3 of the Offer To Purchase, (b) the Letter of Transmittal (or a manually
signed facsimile thereof), properly completed and duly executed with any
required signature guarantees (or, in the case of book-entry transfers, an
Agent's Message (as defined in the Offer To Purchase)), and (c) any other
documents required by the Letter of Transmittal. Accordingly, payment may
not be made to all tendering Stockholders at the same time depending upon
when Certificates for or confirmations of book-entry transfer of such
Shares are actually received by the Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth on the back page of this letter. Please
forward your instructions to us in ample time to permit us to submit a tender on
your behalf prior to the Expiration Date. An envelope to return your
instructions to us is enclosed. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL
SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED ON THE INSTRUCTION FORM
SET FORTH BELOW.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of Purchaser by one or more registered brokers or
dealers licensed under the laws of such jurisdictions.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
EGREETINGS NETWORK, INC.
BY
AMERICAN PIE ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY
OF
AMERICANGREETINGS.COM, INC.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
To Purchase, dated February 12, 2001, and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer") in connection with the offer by American Pie Acquisition
Corp. (the "Purchaser"), a wholly owned subsidiary of AmericanGreetings.com,
Inc., to purchase all outstanding shares of common stock (the "Shares") of
Egreetings Network, Inc., at a purchase price of $0.85 per Share, net to the
seller in cash, without interest thereon, on the terms and subject to the
conditions set forth in the Offer To Purchase.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Number of Shares to be Tendered:* ________________ Shares
Date: __________________ , 2001
SIGN HERE
Signature(s):
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Print Name(s):
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Print Address(es):
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Area Code and Telephone Number(s):
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Taxpayer Identification or Social Security Number(s):
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.