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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
(FINAL AMENDMENT)
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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
[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.
Form or Registration No.: Schedule TO Date Filed: February 12, 2001
[ ] 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: [X]
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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 Final Amendment is to the Tender Offer Statement on Schedule TO,
originally filed on February 12, 2001 (the "Statement"), that relates to the
offer by American Pie Acquisition Corp. (the "Purchaser"), a Delaware
corporation and 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 on 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"). This Statement is
being filed on behalf of Parent, Purchaser, American Greetings Corporation and
AGC Investments, Inc. Unless the context otherwise requires, capitalized terms
not defined in this Statement have the meanings assigned to them in the Offer to
Purchase.
The Statement is hereby amended and/or supplemented as provided below:
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 is hereby amended and supplemented by the following:
Pursuant to the Offer, which expired at 3:00 p.m., Eastern Time, on
Monday, March 19, 2001, Purchaser purchased a total of 31,747,524 Shares,
representing approximately 94.89% of the outstanding Shares.
In accordance with the terms of the Merger Agreement, after Purchaser
purchased the Shares, Purchaser merged with and into the Company on March 19,
2001, pursuant to the "short-form" merger procedure permitted under Section 253
of Delaware law. In connection with the Merger, each issued and outstanding
Share (other than those held by Parent, Purchaser or any other subsidiary of
Parent, any Shares held in the treasury of the Company or Shares with respect to
which appraisal rights will have been demanded and perfected in accordance with
applicable Delaware law) were converted into and represented the right to
receive $0.85 in cash, without interest.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by adding to the end thereof
the following:
On March 19, 2001, Parent issued a press release, a copy of which is
included as exhibit (a)(11) hereto and incorporated herein by reference, which
announced that Purchaser completed the Offer and closed the acquisition for the
Company.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following
exhibit:
(a)(11) Text of press release issued by Parent announcing the expiration of the
Offer and the completion of the Merger, dated March 19, 2001
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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 20, 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)(11) Text of press release issued by Parent announcing the expiration of the
Offer and completion of the Merger, dated March 19, 2001