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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. 2)
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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
- ------------------------------------ -------------------------------------------
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.
[ ] 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. 2 to the Tender Offer Statement on Schedule TO, as
amended ("Schedule TO"), that relates to the offer by American Pie Acquisition
Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of
AmericanGreetings.com, Inc., a Delaware corporation ("Parent"), 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., Parent and Purchaser.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented by adding to the end
thereof the following:
The section entitled "The Offer - 13. Certain Conditions of the
Offer" in the Offer To Purchase is hereby supplemented by adding to the end
thereof the following:
"On March 12, 2001, AmericanGreetings.com caused American Pie to
waive the Offer Condition set forth in paragraph (c)(iii) of this Section 13 to
the extent described in the press release issued by AmericanGreetings.com. on
that date."
The Securities and Exchange Commission has recently changed its
guidance concerning the timing for informing stockholders of a subsequent
offering period and no longer requires advance notice of a decision to include a
subsequent offering period. Consequently, the ninth full paragraph in the
section entitled "Summary Term Sheet" in the Offer To Purchase (the second full
paragraph on page 2 of the Offer To Purchase) is hereby amended and supplemented
by deleting the fourth sentence thereof, and 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 by deleting the second sentence thereto. If the Purchaser elects to
include a subsequent offering period, it will notify stockholders when it
announces the results of the Offer.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by adding to the end thereof
the following:
On March 13, 2001, Parent issued a press release, a copy of which is
included as exhibit (a)(9) hereto and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by adding to the end
thereof the following:
(a)(9) Press release issued by Parent on March 13 2001.
(a)(10) Press release issued by the Company on March 12, 2001.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 13 is hereby amended and supplemented by adding to the end thereof
the following:
On March 12, 2001, the Company issued a press release, a copy of which
is included as exhibit (a)(10) hereto and is incorporated herein by reference.
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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: March 13, 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)(9) Press release issued by Parent on March 13, 2001.
(a)(10) Press release issued by the Company on March 12, 2001.