-----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, VfhP/YJUSnnw29YRlS96g0Z9v2+x7tkIf2F+LsitauSlhLZVYI6o/5qProXY30UP LtXALbS2n4CR6yxNJbP/gA== 0000891092-04-003791.txt : 20040730 0000891092-04-003791.hdr.sgml : 20040730 20040730153657 ACCESSION NUMBER: 0000891092-04-003791 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040730 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040730 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: 04942270 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 e18659_8k.txt FORM 8-K 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) July 30, 2004 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) (216) 252-7300 Registrant's telephone number, including area code ITEM 9. Regulation FD Disclosure. The Company issued a press release on July 30, 2004 announcing that it had entered into an agreement to sell its subsidiary, Magnivision, Inc., a copy of the press release is furnished as Exhibit 99 to this Form 8-K. SIGNATURES 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/ Catherine M. Kilbane --------------------------------- Catherine M. Kilbane Senior Vice President General Counsel Secretary July 30, 2004 EXHIBIT INDEX Exhibit No. 99 Press release dated July 30, 2004 EX-99 2 e18659ex99.txt PRESS RELEASE Exhibit 99 American Greetings Announces Sale of Magnivision CLEVELAND, July 30 /PRNewswire-FirstCall/ -- American Greetings Corp. (NYSE: AM) today announced it has signed a letter of agreement to sell its Magnivision nonprescription reading glasses subsidiary to an affiliate of AAi.FosterGrant in a cash transaction. Terms of the deal were not disclosed. Zev Weiss, chief executive officer of American Greetings, said the sale of Magnivision reflects the Corporation's strategy of focusing resources on businesses that are closely related to its core competence of social expression. "As we have stated, we are evaluating our entire business portfolio," Weiss said, "and Magnivision, while a strong and profitable company, is a better strategic fit for AAi.FosterGrant than it is for us. We decided that we can generate more value for our shareholders by divesting Magnivision than by operating it ourselves." The Corporation expects the transaction, which is subject to Hart-Scott- Rodino approval and other applicable conditions, to close in approximately 30 to 60 days. Magnivision will become a part of the AAi.FosterGrant family of companies once the sale is final. AAi.FosterGrant, a designer and marketer of sunglasses, reading glasses, optical frames and jewelry, is located in Smithfield, R.I. and employs about 1,200 people worldwide. About Magnivision Magnivision is the world's largest manufacturer and distributor of nonprescription reading glasses sold over the counter. Located in Miramar, Fla., Magnivision generates gross sales of approximately $80 million and employs about 200 full-time associates and about 1,000 part-time merchandisers. 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. Forward-looking statements are generally identified by words such as "believes," "anticipates," "expects," "plans," "should," "estimates" and similar expressions. These forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those stated or implied in our forward- looking statements, include but are 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 the Corporation's interactive business segment 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 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. SOURCE American Greetings Corporation -0- 07/30/2004 /CONTACT: David D. Poplar, Investor Relations Manager of American Greetings, +1-216-252-4864/ /Web site: http://corporate.americangreetings.com / (AM) CO: American Greetings Corporation ST: Ohio, Rhode Island, Florida IN: REA HOU SU: TNM -----END PRIVACY-ENHANCED MESSAGE-----