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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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EGREETINGS NETWORK, INC.
(Name of Subject Company (Issuer))
AMERICAN GREETINGS CORPORATION
AGC INVESTMENTS, INC.
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)
$30,829,435 $6,166
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[X] 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: $6,166 Filing Party: American Pie Acquisition Corp.
---------------- AmericanGreetings.com, Inc.
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Form or Registration No.: Schedule TO Date Filed: February 12, 2001
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[ ] 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.
[X] 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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(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.
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This Amendment No. 1 to the Tender Offer Statement on Schedule TO, as
amended ("Schedule TO"), that relates to the offer by American Pie Acquisition
Corp. (the "American Pie"), a Delaware corporation and a wholly owned subsidiary
of AmericanGreetings.com, Inc., a Delaware corporation
("AmericanGreetings.com"), to purchase all outstanding shares of Common Stock,
par value $0.001 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
amended from time to time, together constitute the "Offer"), which are annexed
to and filed with Schedule TO as Exhibits (a)(1) and (a)(8), respectively. This
Schedule TO is being filed on behalf of American Greetings Corporation, AGC
Investments, Inc., AmericanGreetings.com and American Pie.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 3 is hereby amended and supplemented by adding to the end thereof
the following:
Any reference to AmericanGreetings.com and American Pie in the Offer To
Purchase shall be deemed to refer to each of American Greetings, AGC
Investments, AmericanGreetings.com and American Pie, unless the context
otherwise requires, and American Greetings, AGC Investments,
AmericanGreetings.com and American Pie shall be referred to collectively as the
"Bidders."
None of American Greetings, AGC Investments, or, to the best knowledge of
such corporations, any of the directors and officers of such corporations, 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 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented by adding to the end thereof
the following:
The last sentence of the tenth full paragraph in the section entitled
"The Offer--1. Terms of the Offer" in the Offer To Purchase (the second full
paragraph on page 14 of the Offer To Purchase) is hereby amended and restated in
its entirety to read as follows:
"In the event American Pie elects to include a Subsequent Offering
Period, it will notify stockholders by issuing a press release and filing the
press release with the Commission."
Clause (B) of the first full paragraph in the section entitled "The
Offer--13. Certain Conditions of the Offer" in the Offer To Purchase is hereby
amended by striking the words "before the acceptance of the Shares for payment"
and substituting in place thereof the words "before expiration of the Offer."
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented by adding to the end thereof
the following:
(a)(8) Revised Letter of Transmittal
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 13 is hereby amended and supplemented by adding to the end thereof
the following:
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The eleventh full paragraph in the section entitled "Introduction" in the
Offer To Purchase (the third full paragraph on page 6 of the Offer To Purchase)
is hereby amended and restated in its entirety to read as follows:
"Egreetings has been advised, and has informed Bidders, that each of its
directors and executive officers, other than Scott Neamand, intends to tender
pursuant to the Offer all Shares owned of record and beneficially by him or
her."
The section entitled "Special Factors--Background of the Offer; Contacts
with Egreetings" in the Offer To Purchase is hereby deleted in its entirety, and
the section entitled "Background; Reasons for the Board of Directors'
Recommendation--Background" in the Company's Schedule 14D-9/A, filed with the
Commission on February 26, 2001, is incorporated herein by reference.
The second full paragraph in the section entitled "Special
Factors--Fairness of the Offer and the Merger" in the Offer To Purchase (the
first full paragraph on page 10 of the Offer To Purchase) is hereby amended and
restated in its entirety to read as follows:
"The Bidders did not consider the going concern value of Egreetings
because the Bidders believed that Egreetings would liquidate if an agreement
between the parties could not be reached. While the Bidders did not calculate a
going concern value for Egreetings, they believe the going concern value was
accurately reflected in Egreetings' stock price, which was significantly less
than the Per Share Amount as discussed above in bullets two, three and four. The
Bidders also did not consider the net book value of Egreetings, which Egreetings
informed them was $2.30 per Share as of September 30, 2000, because they
believed the assets could not be sold for their net book value in a
liquidation."
The section entitled "Special Factors--Fairness of the Offer and the
Merger" in the Offer To Purchase is hereby supplemented by adding the following
paragraph to the end thereof:
"The Bidders believe that the Offer and the Merger are procedurally fair
because (i) no director or officer of any of the Bidders is a director of
Egreetings, (ii) the Egreetings' Board consists entirely of directors who have
no relationship with any of the Bidders, (iii) the Egreetings' Board retained
and was advised by its own independent legal counsel, (iv) the Egreetings' Board
retained and was advised by Credit Suisse First Boston as its independent
financial advisor to assist it in evaluating a potential transaction with the
Bidders and to render a fairness opinion, (v) the fact that the Per Share Amount
and the other terms and conditions of the Merger Agreement resulted from active
arm's-length bargaining between representatives of the Egreetings' Board, on the
one hand, and representatives of the Bidders, on the other; (vi) of the analysis
set forth in bullet twelve above; and (vii) the Merger Agreement does not impose
significant impediments to prospective competitive third-parties."
The section entitled "Special Factors--Fairness of the Offer and the
Merger" in the Offer To Purchase is hereby supplemented by adding the following
paragraph after the third full paragraph in that section (after the second full
paragraph on page 10 of the Offer To Purchase):
"In addition to the above factors, as a negative factor the Bidders
considered that should the Offer and the Merger not be completed due to a
failure of any condition to the Offer discussed in Section 13 of this Offer To
Purchase, any potential liquidation of Egreetings would have been delayed until
after expiration of the Offer. This delay may have the consequence of reducing
the amount of any distribution Egreetings' stockholders would receive in a
liquidation. The Bidders believe, however, that this negative factor is
significantly outweighed by the fact should the Offer be completed as
contemplated, the stockholders would receive a substantially higher payment than
pursuant to a liquidation, and that the
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Offer, if completed, would be completed significantly more quickly than a
liquidation. In addition, the Merger Agreement requires AmericanGreetings.com
and American Pie to obtain Egreetings' consent to extend the Offer for more than
five business days beyond the current Expiration Date, thus reducing the delay
should the Offer fail."
The section entitled "Special Factors--Purpose and Structure of the
Transaction; Effects of the Transaction" in the Offer To Purchase is hereby
amended and restated in its entirety to read as follows:
"The purpose of the Offer and the Merger is for AmericanGreetings.com to
acquire control of, and the entire equity interest in, Egreetings. The purpose
of acquiring the entire equity interest in Egreetings is for
AmericanGreetings.com to combine the operations of Egreetings with its own
operations in order to more effectively compete in the electronic greetings
industry. AmericanGreetings believes that Egreetings' operations complement its
own and help to diversify its revenue stream. Because AmericanGreetings.com is a
private company, it prefers to operate Egreetings as a private company rather
than just increase its equity ownership in Egreetings, leaving a small number of
public stockholders with the resulting financial reporting and regulatory
requirements. Finally, as direct and indirect stockholders of
AmericanGreetings.com, AGC Investments and American Greetings will benefit from
any increased profitability in AmericanGreetings.com associated with this
combination.
"Following completion of the Offer, AmericanGreetings.com intends to
acquire any remaining equity interest in Egreetings not then owned by
AmericanGreetings.com or American Pie by consummating the Merger. If American
Pie acquires at least 90% of the outstanding Shares through the Offer,
AmericanGreetings.com intends to cause American Pie to consummate the Merger
through a short-form merger under Delaware law without the vote of any other
stockholder. In any event, American Pie intends, should it purchase Shares
pursuant to the Offer, to cause the Merger to occur (subject to satisfaction or
waiver of the conditions contained in the Merger Agreement).
"The acquisition of the entire equity interest in Egreetings has been
structured as a cash tender offer followed by a cash merger in order to provide
a prompt and orderly transfer of ownership of Egreetings from the public
stockholders to the Bidders and to provide cash to the holders of Shares. The
Bidders considered structuring the transaction as an asset purchase, but
rejected this structure because it would not have promptly provided cash to the
holders of Shares, but rather would have required Egreetings to use the cash to
pay off its liabilities and then distribute the remaining cash at a later date
than is possible in the Offer. In addition, an asset purchase would have
required the Bidders and Egreetings to obtain numerous third-party consents that
are not needed in the structure chosen. The Bidders also considered a merger
without a first-step tender offer, but again rejected this structure because it
would not have provided cash to holders of Shares as promptly as the Offer.
"Following the Merger, the interest of the Bidders in Egreetings' net
book value and net income will be 100%. The Bidders will thereafter benefit from
any increases in the value of Egreetings and also bear the risk of any decreases
in the value of Egreetings' operations. Conversely, following the Offer and the
Merger, persons who were stockholders of Egreetings immediately prior to the
Offer and the Merger will no longer have the opportunity to continue their
interests in Egreetings as an ongoing corporation and therefore will not share
in its future earnings and potential growth.
"The purchase of Shares pursuant to the Offer will reduce the number of
Shares that might otherwise trade publicly and the number of holders of Shares
could adversely affect the liquidity and market value of the remaining Shares
held by the public and have other consequences with respect to Nasdaq quotation,
registration under the Securities Exchange Act of 1934 (the "Exchange Act") and
availability of margin credit. See Section 7. For a discussion of certain tax
consequences related to the Offer, see Section 5."
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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.
Date: February 26, 2001 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
AMERICAN GREETINGS CORPORATION
By: /s/ William S. Meyer
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Name: William S. Meyer
Title: Senior Vice President and
Chief Financial Officer
AGC INVESTMENTS, INC.
By: /s/ Dale Cable
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Name: Dale Cable
Title: Treasurer
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EXHIBIT INDEX
(a)(8) Revised Letter of Transmittal