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Exhibit (a)(5)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
EGREETINGS NETWORK, INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Offer (as defined below) if certificates
representing shares of common stock (the "Shares") of Egreetings Network, Inc.
(the "Company"), are not immediately available or time will not permit all
required documents to reach Wells Fargo Shareowner Services (the "Depositary")
on or prior to the Expiration Date (as defined in the Offer to Purchase), or the
procedures for delivery by book-entry transfer cannot be completed on a timely
basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by
facsimile transmission or mailed to the Depositary. See Section 3 of the Offer
to Purchase.
The Depositary for the Offer is:
WELLS FARGO SHAREOWNER SERVICES
By Mail: By Hand: By Overnight Delivery:
Wells Fargo Shareowner Wells Fargo Shareowner Wells Fargo Shareowner
Services Services Services
P.O. Box 64858 161 North Concord Exchange Attn: Reorganization
St. Paul, MN 55164-0858 South St. Paul, MN 55075 Department
161 North Concord Exchange
South St. Paul, MN 55075
By Facsimile Transmission:
(651) 450-4163
Facsimile for Eligible Institution
To Confirm Fax Only:
(800) 468-9716
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
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Ladies and Gentlemen:
The undersigned hereby tenders to American Pie Acquisition Corp., a wholly
owned subsidiary of AmericanGreetings.com, Inc., 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, together
with any amendments or supplements thereto, collectively constitute the
"Offer"), receipt of each of which is hereby acknowledged, the number of Shares
indicated below pursuant to the guaranteed delivery procedures set forth in
Section 3 of the Offer To Purchase.
Number of Shares:
--------------------------------------
Certificate No(s). (if available):
-------------------------------------------------
If Share(s) will be tendered by book-entry transfer, check the box. [ ]
Account Number:
-------------------------------------
Date:
- ---------------------------------- Area Code and Telephone Number(s):
- ----------------------------------
Name(s) of Record Holder(s):
--------------------------------------------------------
(PLEASE PRINT)
Signature(s):
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Address(es):
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(ZIP CODE)
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or which is a commercial bank or trust company having an office or correspondent
in the United States, guarantees to deliver to the Depositary, Certificates
evidencing the Shares tendered hereby, in proper form for transfer, or
confirmation of book-entry transfer of such shares into the Depositary's account
at The Depository Trust Company, with delivery of a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, and any other required
documents, all within three trading days of the date hereof.
Name of Firm: ------------------------------------------- -----------------------------------------------------------
AUTHORIZED SIGNATURE
Address: -------------------------------------------------- Name:
-----------------------------------------------------------
PRINT TYPE OR PRINT
- ----------------------------------------------------------- Title:
-----------------------------------------------------
ZIP CODE
Area Code and Tel. No.: -------------------------------- Dated: ------------------------------------------- , 2001
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.