-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NAnzPypj+dzHvtsY1+9thFkOq098kP1CoUgS1ZCpJa0cz97V1n3JnaZqsAl7x3j9 8hhIlKB+sJheVOYCXKeNEw== 0000891092-03-003736.txt : 20031223 0000891092-03-003736.hdr.sgml : 20031223 20031223083200 ACCESSION NUMBER: 0000891092-03-003736 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031223 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GREETINGS CORP CENTRAL INDEX KEY: 0000005133 STANDARD INDUSTRIAL CLASSIFICATION: GREETING CARDS [2771] IRS NUMBER: 340065325 STATE OF INCORPORATION: OH FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13859 FILM NUMBER: 031069432 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: CLEVELAND STATE: OH ZIP: 44144 BUSINESS PHONE: 2162527300 MAIL ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: CLEVELAND STATE: OH ZIP: 44144 8-K 1 e16499_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) December 23, 2003 ----------------- 1-13859 ------- Commission File Number AMERICAN GREETINGS CORPORATION ------------------------------ (Exact name of registrant as specified in Charter) Ohio 34-0065325 ---- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One American Road, Cleveland, Ohio 44144 - ------------------------------------------------------------------ (Address of principal executive Offices) (Zip Code) Registrant's telephone number, including area code (216) 252-7300 --------------- ITEM 7. Financial Statements and Exhibits. (c) Exhibits. The following is furnished as an Exhibit to this Report. Exhibit 99(a) - Earnings Release - Third Quarter Ended November 30, 2003. ITEM 12. Results of Operations and Financial Condition. On December 23, 2003, American Greetings Corporation ("the Corporation") reported its results for the nine months and third quarter ended November 30, 2003. The Corporation's earnings release for the nine months and third quarter ended November 30, 2003 is furnished as Exhibit 99(a) to this Form 8-K. The earnings release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Corporation has provided reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Adjusted EBITDA is presented in the earnings release because management believes that it is of interest to its investors and lenders in relation to its debt covenants, as certain of the debt covenants include adjusted EBITDA. The Corporation defines adjusted EBITDA as earnings before interest expense, income taxes, depreciation, amortization and certain other charges as specified in its debt agreements. Adjusted EBITDA does not represent cash flow from operations, as defined by generally accepted accounting principles in the United States. Adjusted EBITDA should not be considered as a substitute for net income or loss, or as an indicator of operating performance or whether cash flows will be sufficient to fund cash needs. 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/ Joseph B. Cipollone ---------------------------- Joseph B. Cipollone Vice President Corporate Controller Chief Accounting Officer December 23, 2003 EXHIBIT INDEX Exhibit No. - --- 99(a) Earnings Release - Third Quarter Ended November 30, 2003. EX-99.A 3 e16499ex99a.txt PRESS RELEASE Exhibit 99(a) American Greetings Announces Solid Third-Quarter Results - Greeting card performance drives 4.6 percent net sales increase in quarter - Third-quarter results in line with estimate - Estimate for fiscal 2004 lowered to $1.48 to $1.53 per share - Corporation repurchases $64 million of high-yield debt CLEVELAND, Dec. 23 /PRNewswire-FirstCall/ -- American Greetings Corporation (NYSE: AM) today announced results in line with its estimate for the third quarter of fiscal 2004. The Corporation also announced the repurchase of $63.6 million of its 11.75 percent subordinated notes. American Greetings reported net income of $46.4 million, or 60 cents per share, on net sales of $616.0 million, for the fiscal 2004 third quarter ended Nov. 30, 2003 (all per-share amounts assume dilution). Included in this quarter's results are $13.8 million in costs related to the debt repurchase. Excluding these costs, American Greetings realized earnings per share of 70 cents on net income of $54.1 million. These results compare to net income of $47.0 million, or 62 cents per share, on net sales of $588.8 million in the third quarter last year. The Corporation reported net income of $56.4 million, or 78 cents per share, on net sales of $1.5 billion, for the first three quarters of fiscal 2004. Included in the year-to-date results are $18.4 million of costs incurred in the first and third fiscal quarters for debt repurchases totaling $181.6 million. Excluding these costs, American Greetings realized earnings per share of 91 cents on net income of $66.7 million for the first three quarters. Last year, the Corporation reported net income of $75.7 million, or $1.03 per share, on net sales of $1.5 billion for the same period. Last year's results include a $12.0 million pretax gain from the sale of an equity investment. EBITDA for the third quarter of fiscal 2004 was $121.9 million, compared to $113.4 million in the third quarter of fiscal 2003. EBITDA for the trailing four quarters ended Nov. 30, 2003, was $321.6 million, compared to EBITDA for the year-ago trailing four quarters of $343.4 million. Last year's results include a $12.0 million pretax gain from the sale of an equity investment. EBITDA represents a non-GAAP financial measure, and is presented because certain of the Corporation's credit agreement covenants incorporate EBITDA as a component of their calculations. A table reconciling EBITDA to the appropriate GAAP measure is included in the notes to this release. Management Comments and Outlook "We are satisfied with our year-to-date performance, including our recent debt repurchases; however, despite strong sales and cash flow in the third quarter, early holiday sales are below our expectations," said Chief Executive Officer Zev Weiss. "This softness in our seasonal business will most likely impact our greeting card, gift wrap and retail operations in the fourth quarter. As a result, we are revising our earnings per share estimate for the full fiscal year 2004 to $1.48 to $1.53." Conference Call on the Web American Greetings will broadcast its third-quarter conference call live on the Internet at 9:30 a.m. Eastern time today. The conference call will be accessible through the Investor Relations section of the American Greetings Web site at http://corporate.americangreetings.com . A replay of the call will be available on the site. About American Greetings Corporation American Greetings Corporation (NYSE: AM) is one of the world's largest manufacturers of social expression products. Along with greeting cards, its product lines include gift wrap, party goods, reading glasses, candles, stationery, calendars, educational products, ornaments and electronic greetings. Located in Cleveland, Ohio, American Greetings generates annual net sales of approximately $2 billion. For more information on the Corporation, visit http://corporate.americangreetings.com . The statements contained in this release that are not historical facts are forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements. These forward-looking statements involve risks and uncertainties, including but not limited to: retail bankruptcies and consolidations, successful integration of acquisitions, successful transition of management, a weak retail environment, consumer acceptance of products as priced and marketed, the impact of technology on core product sales, competitive terms of sale offered to customers, successfully implementing supply chain improvements and achieving projected cost savings from those improvements, and the Corporation's ability to comply with its debt covenants. Risks pertaining specifically to AmericanGreetings.com include the viability of online advertising and subscriptions as revenue generators and the public's acceptance of online greetings and other social expression products. In addition, this release contains time-sensitive information that reflects management's best analysis only as of the date of this release. American Greetings does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Further information concerning issues that could materially affect financial performance related to forward-looking statements can be found in the Corporation's periodic filings with the Securities and Exchange Commission. AMERICAN GREETINGS CORPORATION THIRD QUARTER REPORT OF CONSOLIDATED OPERATIONS FISCAL YEAR ENDING FEBRUARY 29, 2004 (In thousands of dollars except share and per share amounts) (Unaudited) (Unaudited) Three Months Ended Nine Months Ended November 30, November 30, 2003 2002 2003 2002 Net sales $616,046 $588,811 $1,473,898 $1,469,954 Costs and expenses: Material, labor and other production costs 296,341 285,287 682,749 665,385 Selling, distribution and marketing 171,117 159,728 474,697 457,971 Administrative and general 56,720 47,044 179,530 180,777 Interest expense 30,587 19,569 70,924 59,364 Other (income) - net (14,079) (747) (25,963) (19,095) 540,686 510,881 1,381,937 1,344,402 Income before income tax expense 75,360 77,930 91,961 125,552 Income tax expense 28,998 30,938 35,589 49,844 Net income $46,362 $46,992 $56,372 $75,708 Earnings per share $0.70 $0.71 $0.85 $1.15 Earnings per share - assuming dilution $0.60 $0.62 $0.78 $1.03 Average number of common shares outstanding 66,699,848 65,847,805 66,309,827 65,554,677 Average number of common shares outstanding - assuming dilution 80,478,413 79,311,123 79,817,702 78,971,775 AMERICAN GREETINGS CORPORATION THIRD QUARTER STATEMENT OF FINANCIAL POSITION FISCAL YEAR ENDING FEBRUARY 29, 2004 (In thousands of dollars) (Unaudited) November 30, 2003 2002 ASSETS CURRENT ASSETS Cash and cash equivalents $51,694 $21,801 Trade accounts receivable, less allowances for sales returns of $91,271 ($80,153 in 2002) and for doubtful accounts of $23,829 ($27,563 in 2002) 462,547 513,922 Inventories 306,614 295,224 Deferred and refundable income taxes 181,981 191,991 Prepaid expenses and other 246,704 228,181 Total current assets 1,249,540 1,251,119 GOODWILL 223,240 207,106 OTHER ASSETS 698,608 766,617 PROPERTY, PLANT AND EQUIPMENT - NET 373,677 387,748 $2,545,065 $2,612,590 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Debt due within one year $85,414 $37,274 Accounts payable 141,506 145,071 Accrued liabilities 156,142 157,695 Accrued compensation and benefits 69,871 92,572 Income taxes 51,113 94,046 Other current liabilities 69,455 84,803 Total current liabilities 573,501 611,461 LONG-TERM DEBT 665,554 844,341 OTHER LIABILITIES 110,026 110,233 DEFERRED INCOME TAXES 9,894 24,295 SHAREHOLDERS' EQUITY Common shares - Class A 62,241 61,255 Common shares - Class B 4,592 4,602 Capital in excess of par value 322,643 310,443 Treasury stock (438,655) (438,756) Accumulated other comprehensive loss (2,858) (51,790) Retained earnings 1,238,127 1,136,506 Total shareholders' equity 1,186,090 1,022,260 $2,545,065 $2,612,590 AMERICAN GREETINGS CORPORATION THIRD QUARTER STATEMENT OF CASH FLOWS FISCAL YEAR ENDING FEBRUARY 29, 2004 (In thousands of dollars except share and per share amounts) (Unaudited) Nine Months Ended November 30, 2003 2002 OPERATING ACTIVITIES: Net income $56,372 $75,708 Adjustments to reconcile to net cash used by operating activities: (Gain) on sale of marketable security - (12,027) Depreciation and amortization 47,986 49,112 Deferred income taxes (8,110) (49,003) Changes in operating assets and liabilities: Increase in trade accounts receivable (144,679) (219,517) Increase in inventories (19,464) (497) Decrease in other current assets 27,860 56,348 Decrease in deferred costs - net 24,891 50,170 Decrease in accounts payable and other liabilities (35,771) (93,040) Other - net 6,137 7,824 Cash Used by Operating Activities (44,778) (134,922) INVESTING ACTIVITIES: Property, plant & equipment additions (26,511) (17,768) Proceeds from sale of fixed assets 2,140 1,694 Investment in corporate owned life insurance 8,943 5,257 Other - net 3,814 29,285 Cash (Used) Provided by Investing Activities (11,614) 18,468 FINANCING ACTIVITIES: Reduction of long-term debt (68,673) (6,581) (Decrease) increase in short-term debt (45,955) 20,476 Sale of stock under benefit plans 10,478 21,055 Purchase of treasury shares (439) (83) Cash (Used) Provided by Financing Activities (104,589) 34,867 EFFECT OF EXCHANGE RATE CHANGES ON CASH 4,212 2,409 DECREASE IN CASH AND CASH EQUIVALENTS (156,769) (79,178) Cash and Cash Equivalents at Beginning of Year 208,463 100,979 Cash and Cash Equivalents at End of Period $51,694 $21,801 AMERICAN GREETINGS CORPORATION THIRD QUARTER REPORT OF CONSOLIDATED OPERATIONS FISCAL YEAR ENDING FEBRUARY 29, 2004 (Unaudited) (In thousands of dollars except share and per share amounts) Note 1: Seasonal Nature of Business: A significant portion of the Corporation's business is seasonal in nature. Therefore, the results of operations for interim periods are not necessarily indicative of the results for the fiscal year taken as a whole. Note 2: Reclassifications: Certain amounts in the prior year financial statements have been reclassified to conform to the 2004 presentation. Note 3: Deferred Costs: In the normal course of its business, the Corporation enters into agreements with certain customers for the supply of greeting cards and related products. Under these agreements, the customer typically receives from the Corporation a combination of cash payments, credits, discounts, allowances and other incentive considerations to be earned by the customer as product is purchased from the Corporation over the effective time period of the agreement to meet a minimum purchase volume commitment. In the event a contract is not completed, the Corporation has a claim for unearned advances under the agreement. The Corporation periodically reviews the progress toward the commitment and adjusts the estimated amortization period accordingly to match the costs with the revenue associated with the agreement. The agreements may or may not specify the Corporation as the sole supplier of social expression products to the customer. The Corporation classifies the total contractual amount of the incentive consideration committed to the customer but not yet earned as a deferred cost asset at the inception of an agreement, or any future amendments. Deferred costs estimated to be earned by the customer and charged to operations during the next twelve months are classified as "Prepaid expenses and other" in the Consolidated Statement of Financial Position, and the remaining amounts to be charged beyond the next twelve months are classified as "Other assets". A portion of the total consideration may be payable by the Corporation at the time the agreement is consummated. All future payment commitments are classified as liabilities at inception until paid. The payments that are expected to be made in the next twelve months are classified as "Other current liabilities" in the Consolidated Statement of Financial Position, and the remaining payment commitments beyond the next twelve months are classified as "Other liabilities". The Corporation maintains adequate reserves for deferred costs related to supply agreements and does not expect that the non-completion of any particular contract would result in a material loss. Note 4: Other (Income) - Net : During the three months ended May 31, 2002, "Other (income) -- net" included $12,027 of income on the sale of a marketable security investment. The amount of the proceeds received from the sale of the marketable security investment of $16,964 is included in "Other" investing activities in the Statement of Cash Flows for the period. Note 5: Recent Accounting Pronouncements: In April 2002, Statement of Financial Accounting Standards (SFAS) No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections", was issued. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. SFAS No. 145 requires that debt extinguishment must meet the criteria under APB Opinion No. 30 to be classified as an extraordinary item. This Statement also amends SFAS No. 13 to require sale- leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The Corporation adopted this Statement effective March 1, 2003. During the three months ended May 31, 2003, the Corporation paid the outstanding balance of its $117,988 term loan and recorded a charge of $4,639 for the write-off of the deferred financing costs and a premium associated with the early retirement of that loan. During the three months ended November 30, 2003 the Company repurchased $63,630 of its 11.75% senior subordinated notes and recorded a charge of $13,750 for the write-off of deferred financing costs and the premium associated with the note repurchase. The write-offs for the deferred financing fees and premium related to these transactions were included in Interest Expense. In December 2002, SFAS No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure" was issued. SFAS No. 148 amends the disclosure provisions of SFAS No. 123 and requires expanded and more prominent disclosure of the effects of an entity's accounting policy in respect to stock-based employee compensation. The disclosure requirements in SFAS No. 148 are effective for financial statements for fiscal years ending after December 15, 2002 and for financial reports containing condensed consolidated financial statements for interim periods beginning after December 15, 2002. Beginning with its financial statements for the year ended February 28, 2003, the Corporation has adopted the disclosure provisions of SFAS No. 148. In January 2003, Interpretation No. 46, "Consolidation of Variable Interest Entities" was issued. Interpretation No. 46 provides guidance for identifying a controlling interest in a Variable Interest Entity ("VIE") established by means other than voting interests. Interpretation No. 46 also requires consolidation of a VIE by an enterprise that holds such a controlling interest. On December 17, 2003, the FASB completed deliberations of the proposed modifications to Interpretation No. 46; the decisions reached include: (1) Deferral of the effective date; (2) Provisions for additional scope exceptions for certain other variable interests; and (3) Clarification of the impact of troubled debt restructurings on the requirement with respect to VIEs. Based on the Board's decisions, all public companies must apply the provisions of the Interpretation or the Revised Interpretation to variable interests in a special purpose entity ("SPE") created before February 1, 2003 no later than periods ending after December 15, 2003. Companies are required to apply the revised provisions to variable interests in non-SPEs held in the entity no later than the end of the first interim or annual reporting period ending after March 15, 2004. The Corporation does not believe that this Interpretation will have a material impact on the financial statements of the Corporation. In May 2003, SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", was issued. SFAS No. 150 establishes standards for how certain financial instruments with characteristics of both liabilities and equity are classified. This Statement requires that a financial instrument that is within its scope be classified as a liability (or as an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. This Statement had no impact on the financial statements of the Corporation. Note 6: Reconciliation of Non-GAAP Measures: This earnings release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet, or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Corporation has provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Certain covenants of the Corporation's debt agreements are based on calculations of earnings before interest expense, income taxes, depreciation and amortization (EBITDA). As such, EBITDA was $121.9 million for the three months ended November 30, 2003. Below is a reconciliation of net income to EBITDA (in millions): Three Months Ended November 30 2003 2002 Net income $46.4 $47.0 Interest expense 30.6 19.6 Income tax expense 29.0 30.9 Depreciation and amortization 15.9 15.9 EBITDA $121.9 $113.4 Below is a reconciliation of "Cash used by operating activities" to EBITDA (in millions): Three Months Ended November 30 2003 2002 Cash used by operating activities $(4.0) $(163.3) Deferred income taxes 23.2 25.7 Changes in operating assets and liabilities 43.1 200.5 Interest expense 30.6 19.6 Income tax expense 29.0 30.9 EBITDA $121.9 $113.4 Below are reconciliations of net income (loss) to adjusted EBITDA for the four quarters ended November 30, 2003 and 2002 (in millions): Net income: Year ended February 28, 2003 $121.1 Less: nine months ended November 30, 2002 75.7 Add: nine months ended November 30, 2003 56.4 Net income, four quarters ended November 30, 2003 101.8 Interest expense, four quarters ended November 30, 2003 90.7 Income tax expense, four quarters ended November 30, 2003 65.5 Depreciation and amortization, four quarters ended November 30, 2003 63.6 Adjusted EBITDA, four quarters ended November 30, 2003 $321.6 Net income (loss): Year ended February 28, 2002 $(122.3) Less: nine months ended November 30, 2001 (109.2) Add: nine months ended November 30, 2002 75.7 Net income, four quarters ended November 30, 2002 62.6 Interest expense, four quarters ended November 30, 2002 78.8 Income tax expense, four quarters ended November 30, 2002 41.9 Depreciation and amortization, four quarters ended November 30, 2002 71.1 Charges, four quarters ended November 30, 2002 (see note below) 89.0 Adjusted EBITDA, four quarters ended November 30, 2002 $343.4 Note: Charges for the four quarters ended November 30, 2002 include the costs associated with the consolidation and rationalization of certain of the Corporation's operations, including employee severance and benefit termination costs, the implementation of the scan-based trading business model and other costs. Below are reconciliations of ''Cash provided (used) by operating activities'' to adjusted EBITDA for the four quarters ended November 30, 2003 and 2002 (in millions): Cash provided (used) by operating activities: Year ended February 28, 2003 $77.0 Less: nine months ended November 30, 2002 (134.9) Add: nine months ended November 30, 2003 (44.7) Cash provided by operating activities, four quarters ended November 30, 2003 167.2 Deferred income taxes (16.4) Changes in operating assets and liabilities (1.0) Interest expense, four quarters ended November 30, 2003 90.7 Income tax expense, four quarters ended November 30, 2003 65.5 Charges (see note above) 15.6 Adjusted EBITDA, four quarters ended November 30, 2003 $321.6 Cash provided (used) by operating activities: Year ended February 28, 2002 $36.3 Less: nine months ended November 30, 2001 (191.5) Add: nine months ended November 30, 2002 (134.9) Cash provided by operating activities, four quarters ended November 30, 2002 92.9 Gain on sale of marketable security 12.0 Deferred income taxes 77.2 Changes in operating assets and liabilities (20.3) Interest expense, four quarters ended November 30, 2002 78.8 Income tax expense, four quarters ended November 30, 2002 41.9 Charges (see note above) 60.9 Adjusted EBITDA, four quarters ended November 30, 2002 $343.4 Summary of Statement of Cash Flows (in millions): Nine Months Ended November 30 2003 2002 Cash (Used) by Operating Activities $(44.7) $(134.9) Cash (Used) Provided by Investing Activities $(11.6) $18.5 Cash (Used) Provided by Financing Activities $(104.6) $34.9 EBITDA is presented in the earnings release because management believes that it is of interest to its investors and lenders in relation to its debt covenants, as certain of the debt covenants include EBITDA as a component of a covenant calculation. SOURCE American Greetings Corporation -0- 12/23/2003 /CONTACT: David D. Poplar, Investor and Corporate Media Relations Manager of American Greetings Corporation, +1-216-252-4864, or david.poplar@amgreetings.com/ /Company News On-Call: http://www.prnewswire.com/comp/044150.html/ /Web site: http://corporate.americangreetings.com/ (AM) CO: American Greetings Corporation ST: Ohio IN: REA HOU SU: ERN ERP CCA MAV -----END PRIVACY-ENHANCED MESSAGE-----