-----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, CqAS1A+2o/RmV5vMovfY0aIZ/oCTBvyyTsUelUkGkCOeoma+rZcEs2rIxiR/CZJG V17wv/yamuV5gzSmLRSy4g== 0000950152-05-000152.txt : 20050111 0000950152-05-000152.hdr.sgml : 20050111 20050111163005 ACCESSION NUMBER: 0000950152-05-000152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050107 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050111 DATE AS OF CHANGE: 20050111 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: 05523768 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 l10885ae8vk.htm AMERICAN GREETINGS CORPORATION 8-K American Greetings Corporation 8-K
 

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): January 7, 2005

American Greetings Corporation

(Exact Name of Registrant as Specified in its Charter)
         
Ohio   1-13859   34-0065325
         
(State or other jurisdiction of
incorporation) 		  (Commission File Number)   (I.R.S. Employer Identification No.)
     
One American Road
Cleveland, Ohio 		   
44144
     
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (216) 252-7300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

     
Item 5.02
  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On January 11, 2005, American Greetings Corporation (“American Greetings”) announced the resignation of Robert P. Ryder, its Senior Vice President and Chief Financial Officer, effective January 28, 2005.

     
Item 7.01
  Regulation FD Disclosure

On January 11, 2005, American Greetings issued a press release announcing the resignation of Robert P. Ryder, its Senior Vice President and Chief Financial Officer. A copy of the press release is furnished herewith as Exhibit 99.1.

The press release attached hereto is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

     
Item 9.01
  Financial Statements and Exhibits

     (c) Exhibit:

     
  99.1
  Press Release issued by American Greetings on January 11, 2005, announcing the resignation of Robert P. Ryder.

 

 

SIGNATURES

     Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

     
  American Greetings Corporation
(Registrant)
 
 
   By:  /s/ Zev Weiss
   
        Zev Weiss, Chief Executive Officer
Date: January 11, 2005
    

  EX-99.1 2 l10885aexv99w1.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Press Release

 

Exhibit 99.1

AMERICAN GREETINGS CHIEF FINANCIAL OFFICER
RESIGNS TO JOIN IMG

CLEVELAND (January 11, 2005) – American Greetings Corporation (NYSE: AM) today announced the resignation of Chief Financial Officer Bob Ryder, effective January 28, 2005. Ryder, who joined the company in September 2002, has accepted a position as Executive Vice President, Chief Financial and Administrative officer of IMG.

Zev Weiss, Chief Executive Officer said, “Bob has played an important role on the team that has driven significant improvements throughout our business. He’s helped improve our balance sheet and grow cash flow, has built a strong finance and accounting team and significantly enhanced processes and disciplines. That team and those processes will ensure the continued excellence of our financial operation. While I’m sorry to see Bob go, I recognize he’s moving into a broader role at IMG.”

Bob Ryder said, “The decision to leave American Greetings was very difficult as I found my time working with the AG management team implementing our many improvements very rewarding. Within finance specifically, we have reorganized around strong leaders and greatly increased functionality. It is very difficult to leave this team behind. However, the prospect of working with IMG and Forstmann Little and the opportunity to participate in the ownership structure was too great to pass up.”

IMG is the world’s premier sports and lifestyle marketing and management company, and was purchased by privately-held investment firm Forstmann Little & Co. in late 2004.

American Greetings has retained Korn/Ferry International to conduct a search for Mr. Ryder’s successor. In the interim, the majority of Mr. Ryder’s responsibilities will be assumed jointly by Stephen Smith, Vice President, Treasurer and Investor Relations and Joseph Cipollone, Vice President and Corporate Controller. Both will report directly to Weiss. Catherine Kilbane, Senior Vice President, General Counsel and Secretary and a direct report to Weiss, will assume responsibility for the tax and audit functions.

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, 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.

###

 

 

CONTACT:
Stephen J. Smith
VP, Treasurer and Investor Relations
(216) 252-4864
investor.relations@amgreetings.com

The statements contained in this release that are not historical facts, including statements regarding the continued excellence of the Corporation’s financial operation, 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.

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