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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) March 19, 2001
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1-13859
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Commission File Number
AMERICAN GREETINGS CORPORATION
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(Exact name of registrant as specified in Charter)
Ohio 34-0065325
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One American Road, Cleveland, Ohio 44144
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(Address of principal executive Offices) (Zip Code)
(216) 252-7300
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Registrant's telephone number, including area code
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 19, 2001, American Pie Acquisition Corp. ("Purchaser") acquired all of
the outstanding shares of common stock of Egreetings Network, Inc. ("Egreetings
Network") for a cash price of $0.85 per share. Purchaser is a wholly-owned
subsidiary of AmericanGreetings.com, Inc. ("AmericanGreetings.com").
AmericanGreetings.com is a subsidiary of American Greetings Corporation (the
"Corporation"). The shares were purchased pursuant to a tender offer to acquire
the common stock of Egreetings Network, which expired on March 19, 2001. Upon
expiration of the tender offer, 31,747,524 shares, representing approximately
94.89% of the common stock then outstanding, were validly tendered and not
withdrawn, all of which were accepted for payment.
Included in the 31,747,524 shares were 6,773,221 shares owned by Gibson
Greetings, Inc. ("Gibson"), a wholly-owned subsidiary of the Corporation.
In accordance with the terms of the merger agreement by and between Purchaser,
AmericanGreetings.com and Egreetings Network (the "Merger Agreement"), Purchaser
merged with and into Egreetings Network (the "Surviving Corporation"). In
connection with the merger, each share of Egreetings Network common stock not
tendered was converted into the right to receive $0.85 per share in cash,
without interest. The total purchase price for Egreetings Network was
approximately $28.4 million, which includes amounts to be paid in respect of
outstanding stock options, and also includes approximately $5.8 million for the
shares tendered by Gibson, for a net purchase price to the Corporation of
approximately $22.6 million.
The Corporation initially funded the transaction from available cash and
subsequently recovered that funding with the cash acquired in the acquisition.
Egreetings Network is a rich media services company that operates an online card
and entertainment Web site. Its business offerings included a content-leveraged
Application Service Provider ("ASP") platform and multi-media communications
tools for customer acquisition, retention and revenue generation. Egreetings
Network's website, www.egreetings.com, offers thousands of online cards for all
occasions and sentiments featuring rich graphics, animations
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and music that can be personalized to make messages memorable and unique.
E-greetings is a registered trademark and Egreetings is a trademark of
Egreetings Network.
AmericanGreetings.com presently intends to operate Egreetings Network as a
subsidiary under the name Egreetings Network. However, AmericanGreetings.com
will conduct a further review of Egreetings Network and its assets, corporate
structure, capitalization, operations, properties, policies, management and
personnel. After such review, AmericanGreetings.com will determine what changes,
if any, would be desirable in light of the circumstances which then exist.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a). Financial Statements of Business Acquired.
The financial statements of Egreetings Network, Inc. for the periods
specified in Rule 3-05(b) of Regulation S-X will be filed by amendment
to this Current Report on Form 8-K not later than sixty days after the
date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The Pro Forma financial statements of American Greetings Corporation
required pursuant to Article 11 of Regulation S-X will be filed by
amendment to this Current Report on Form 8-K not later than sixty days
after the date on which this Current Report on Form 8-K is required to
be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of February 5, 2001, by and
among Egreetings Network, Inc., AmericanGreetings.com, Inc. and
American Pie Acquisition Corp. (incorporated herein by reference to
Exhibit 99.1 of Egreetings Network, Inc.'s Form 8-K received by the
Commission on February 7, 2001, File Number 000-28479).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN GREETINGS CORPORATION
By: /s/ Jon Groetzinger, Jr.
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Jon Groetzinger, Jr.
Senior Vice President
General Counsel & Secretary
April 3, 2001
EXHIBIT INDEX
Exhibit
No.
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2.1 Agreement and Plan of Merger, dated as of February 5, 2001, by and
among Egreetings Network, Inc., AmericanGreetings.com, Inc. and
American Pie Acquisition Corp. (incorporated herein by reference to
Exhibit 99.1 of Egreetings Network, Inc.'s Form 8-K received by the
Commission on February 7, 2001, File Number 000-28479).