SC 13D/A 1 l87277asc13da.txt AMERICAN GREETINGS/EGREETINGS SCHEDULE 13D/AMEND. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) Egreetings Network, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value ------------------------------------------------------------------------------- (Title and Class of Securities) 282343102 ------------------------------------------------------------------------------- (CUSIP Number) Jon Groetzinger, Jr., Esq. American Greetings Corporation One American Road Cleveland, Ohio 44144 216-252-7300 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 19, 2001 ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Note. Schedules filed in paper format shall include a signed original and five copies of the Schedule including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of Page 9) 2 CUSIP NO. 282343102 13D PAGE 2 OF 9 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS American Greetings Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio 7 SOLE VOTING POWER NUMBER OF 31,747,524 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 31,747,524 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,747,524 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.89% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 282343102 13D PAGE 3 OF 9 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AGC Investments, Inc 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 31,747,524 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 31,747,524 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,747,524 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.89% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP NO. 282343102 13D PAGE 4 OF 9 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AmericanGreetings.com, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 31,747,524 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 31,747,524 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,747,524 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.89% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP NO. 282343102 13D PAGE 5 OF 9 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS American Pie Acquisition Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 31,747,524 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 31,747,524 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,747,524 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.89% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 CUSIP NO. 282343102 13D PAGE 6 OF 9 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Gibson Greetings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 This statement amends and supplements the Statement on Schedule 13D, originally filed on April 20, 2000, as amended by Amendment No. 1 thereto, filed on February 7, 2001 (the "Schedule 13D") by American Greetings, AGC Investments, AmericanGreetings.com, American Pie and Gibson Greetings, Inc., a Delaware corporation, in connection with their ownership of shares of common stock, par value $.001 per share ("Shares"), of Egreetings Network, Inc., a Delaware corporation (the "Company"). Unless otherwise defined in this Schedule 13D amendment, all capitalized terms used shall have the meanings ascribed to them in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended to add the following to the end thereof: The total amount of funds required by American Pie to pay the aggregate purchase price to be paid pursuant to the Offer and the Merger is estimated to be approximately $28.4 million. These funds have been provided to American Pie in the form of capital contributions and advances made by AmericanGreetings.com. AmericanGreetings.com has obtained the funds for such capital contributions and advances from cash on hand. In addition, American Greetings has established a $24 million line of credit for AmericanGreetings.com to use in connection with the Offer and the Merger. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) and (b) is hereby amended to add the following to the end thereof: Pursuant to the Offer, which expired at 3:00 p.m., Eastern Time, on Monday, March 19, 2001, American Pie purchased a total of 31,747,524 Shares, representing approximately 94.89% of the outstanding Shares. Gibson Greetings tendered all of the Shares it owned to American Pie in the Offer In accordance with the terms of the Merger Agreement, after American Pie purchased the Shares, American Pie merged with and into the Company on March 19, 2001, pursuant to the "short-form" merger procedure permitted under Section 253 of the Delaware General Corporation Law, and the Company became a wholly owned subsidiary of AmericanGreetings.com. In the Merger, each issued and outstanding Share (other than those owned by AmericanGreetings.com, American Pie or any subsidiary of AmericanGreetings.com, 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) was converted into and represents only the right to receive $0.85 in cash, without interest. The foregoing discussion is qualified in its entirety by reference to the press release issued by AmericanGreetings.com and filed as exhibit (a)(11) to the final amendment to the Tender Offer Statement on Schedule TO on March 20, 2001 and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended to add the following exhibit: (9) Press release issued by AmericanGreetings.com on March 19, 2001 Page 7 of 9 8 SIGNATURE After reasonable 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 AMERICAN GREETINGS CORPORATION By: /s/ William S. Meyer --------------------------------------- Name: William S. Meyer Title: Senior Vice President and Chief Financial Officer GIBSON GREETINGS, INC. By: /s/ Dale Cable --------------------------------------- Name: Dale Cable Title: Treasurer AGC INVESTMENTS By: /s/ Dale Cable ------------------------------------- Name: Dale Cable Title: Treasurer AMERICANGREETINGS.COM, INC. By: /s/ Maureen Spooner ------------------------------------- Name: Maureen Spooner Title: Chief Financial Officer AMERICAN PIE ACQUISITION CORPORATION By: /s/ Maureen Spooner --------------------------------------- Name: Maureen Spooner Title: Vice President of Finance and Administration, Treasurer and Secretary Page 8 of 9 9 EXHIBIT INDEX No. Description (9) Press release issued by AmericanGreetings.com on March 19, 2001 (filed as exhibit (a) (11) to the final amendment to the Tender Offer Statement on Schedule TO as filed by American Greetings, AGC Investments, AmericanGreetings.com and American Pie on March 20, 2001, and incorporated herein by reference). Page 9 of 9