-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, M6mrizvgfU2ygJDKlA5ks0ML4kFUr8kmt65oeM8k9jojX/XOfCxCMVS5JvQD7Ucn Ko/YGCXivVAwFb+gaVm7kA== 0000950152-95-001514.txt : 199507170000950152-95-001514.hdr.sgml : 19950717 ACCESSION NUMBER: 0000950152-95-001514 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950714 EFFECTIVENESS DATE: 19950802 SROS: NASD 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61037 FILM NUMBER: 95553970 BUSINESS ADDRESS: STREET 1: 10500 AMERICAN RD CITY: CLEVELAND STATE: OH ZIP: 44144 BUSINESS PHONE: 2162527300 MAIL ADDRESS: STREET 1: 10500 AMERICAN ROAD CITY: CLEVELAND STATE: OH ZIP: 44144 S-8 1 AMERICAN GREETINGS S-8 1 As filed with the Securities and Exchange Commission on July 14, 1995 Registration No. 33- ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _______________ AMERICAN GREETINGS CORPORATION (Exact name of registrant as specified in its charter) Ohio 34-0065325 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE AMERICAN ROAD CLEVELAND, OHIO 44144 (216) 252-7300 (Address of principal executive offices) (zip code) AMERICAN GREETINGS CORPORATION 1995 DIRECTOR STOCK PLAN (Full Title of Plan) ________________ JON GROETZINGER, JR., ESQ. GENERAL COUNSEL AND SECRETARY AMERICAN GREETINGS CORPORATION ONE AMERICAN ROAD CLEVELAND, OHIO 44144 (Name and address of agent for service) _________________ (216) 252-7300 Telephone number, including area code, of agent for service _________________ [Facing page continued on following page] Exhibit Index on Sequential Page 9 2 CALCULATION OF REGISTRATION FEE
========================================================================= Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of shares to be to be price offering registration registered registered per share price fee - ------------------------------------------------------------------------- Class A Common Shares, par value $1 per share. 54,000 $29.25 $1,579,500 $544.66 shares Class B Common Shares, par value $1 per share. 54,000 $29.25 $1,579,500 $544.66 shares ========================================================================= ___________________ (1) Estimated solely for the purpose of calculating the registration fee, pursuant to Rules 457(c) and (h) under the Securities Act of 1933, on the basis of the average of the high and low sales prices of the Class A Common Shares and Class B Common Shares on July 10, 1995.
3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. American Greetings Corporation (the "Company") hereby incorporates herein by reference the following documents which previously have been filed with the Securities and Exchange Commission (the "Commission"): (a) The Company's Annual Report on Form 10-K for its fiscal year ended February 28, 1995; (b) The Company's Quarterly Report on Form 10-Q for its fiscal quarter ending May 31, 1995, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); and (c) The description of the Company's Class A Common Shares and Class B Common Shares contained in the Company's Form 10 Registration Statement (File No. 0-1502) and all amendments and reports filed for the purpose of updating that description, including without limitation, Exhibit (a)3(i) to the Company's Annual Report on Form 10-K for its fiscal year ended February 29, 1988. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES. The information required by Item 4 is not applicable to this registration statement, since the class of shares to be offered is registered under Section 12 of the Exchange Act. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The information required by Item 5 is not applicable to this registration statement. II-1 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 1701.13(E) of the Ohio Revised Code authorizes the indemnification of officers and directors in defense of civil, criminal, administrative or investigative proceedings. Article IV of the Regulations of the Company provides for the indemnification in terms consistent with the statutory authority, and the Company maintains insurance covering certain liabilities of the directors and the elected and appointed officers of the Company and its subsidiaries, including liabilities under the Securities Act of 1933. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The information required by Item 7 is not applicable to this registration statement. ITEM 8. EXHIBITS.
Exhibit Number Exhibit Description ------- ------------------- 4(a) Amended Articles of Incorporation of the Registrant, as amended (incorporated by reference from Exhibit (a) to its Registration Statement No. 33-50255 on Form S-3, filed with the Commission on September 15, 1993). 4(b) Amended Regulations of the Registrant (incorporated by reference from Exhibit 4(b) of its Registration Statement No. 33-39726 on Form S-3, filed with the Commission on May 17, 1991). 4(c) Forms of share certificate for Class A Common Shares and Class B Common Shares of the Registrant (incorporated by reference from Exhibits 4(c) and 4(d), respectively, to its Registration Statement No. 33-39726 on Form S-3, filed with the Commission on May 6, 1991). 5 Opinion of Brouse & McDowell 10 Director Stock Plan 23(a) Consent of Ernst & Young LLP 23(b) Consent of Brouse & McDowell (included in Exhibit 5) 24 Power of Attorney
II-2 5 ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 6 (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on July 12, 1995. AMERICAN GREETINGS CORPORATION By: /S/Jon Groetzinger --------------------------- Jon Groetzinger, Jr. General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 14, 1995.
Signature Title --------- ----- * Founder-Chairman ------------------------------- Chairman of the Executive Irving I. Stone Committee; Director * Chairman; Chief Executive ------------------------------- Officer; Director Morry Weiss (principal executive officer) * President-Chief Operating ------------------------------- Officer; Director Edward Fruchtenbaum * ------------------------------- Scott S. Cowen Director * ------------------------------- Herbert H. Jacobs Director * ------------------------------- Albert B. Ratner Director * ------------------------------- Harry H. Stone Director * ------------------------------- Jeanette S. Wagner Director
8 * ------------------------------- Milton A. Wolf Director * ------------------------------- Abraham Zaleznik Director * ------------------------------- Henry Lowenthal Senior Vice President; Chief Financial Officer (principal financial officer) * ------------------------------- William S. Meyer Senior Vice President Controller; Chief Accounting Officer (principal accounting officer)
The undersigned, by signing his name hereto, does sign and execute this registration statement on behalf of each of the officers and directors of American Greetings Corporation indicated by an "*" above, pursuant to powers of attorney executed by each such officer or director and filed with the Securities and Exchange Commission as Exhibit 24 to this registration statement. /s/Jon Groetzinger ______________________________ July 14, 1995 Jon Groetzinger, Jr., Esq. Attorney-in-fact II-6 9 EXHIBIT INDEX
Exhibit Number Exhibit Description ------- ------------------- 4(a) Amended Articles of Incorporation of the Registrant, as amended (incorporated by reference from Exhibit 4(a) to its Registration Statement No. 33-50255 on Form S-3, filed with the Commission on September 15, 1993). 4(b) Amended Regulations of the Registrant (incorporated by reference from Exhibit 4(b) of its Registration Statement No. 33-39726 on Form S-3, filed with the Commission on May 17, 1991). 4(c) Forms of share certificate for Class A Common Shares and Class B Common Shares of the Registrant (incorporated by reference from Exhibits 4(c) and 4(d), respectively, to its Registration Statement No. 33-39726 on Form S-3, filed with the Commission on May 6, 1991). 5 Opinion of Brouse & McDowell 10 Director Stock Plan 23(a) Consent of Ernst & Young LLP 23(b) Consent of Brouse & McDowell (included in Exhibit 5) 24 Power of Attorney
EX-5 2 AMERICAN GREETINGS S-8 EX-5 1 EXHIBIT 5 BROUSE & McDOWELL -------------------------------- A LEGAL PROFESSIONAL ASSOCIATION July 12, 1995 American Greetings Corporation 10500 American Road Cleveland, Ohio 44144 Re: Registration on Form S-8 of 54,000 Class A Common Shares and 54,000 Class B Common Shares of American Greetings Corporation Gentlemen: We are acting as counsel to American Greetings Corporation (the "Company") in connection with the issuance and sale by the Company of up to 54,000 of its Class A Common Shares and up to 54,000 of its Class B Common Shares (collectively, the "Shares"). The Shares will be issued and sold to non-employee directors pursuant to the American Greetings Corporation 1995 Director Stock Plan (the "Plan"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereon we are of the opinion that the Shares which may be issued and sold pursuant to the Plan have been duly authorized and, when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed by the Company with the Securities and Exchange Commission to effect registration of the Shares under the Securities Act of 1933 of the Shares. Very truly yours, /s/ Brouse & McDowell --------------------- Brouse & McDowell Ref. 95-188 [114537] EX-10 3 AMERICAN GEETINGS S-8 EX-10 1 EXHIBIT 10 AMERICAN GREETINGS CORPORATION 1995 DIRECTOR STOCK PLAN NAME AND GENERAL PURPOSE OF PLAN. The name of the plan is the American Greetings Corporation 1995 Director Stock Plan ("Plan"). The purpose of the Plan is to afford non-employee members of the Board of Directors of American Greetings Corporation (the "Company") the opportunity to share in future appreciation in the share value of the Company's stock, further aligning the interests of these individuals with those of the other shareholders of the Company to maximize return on shareholder investment. The possibility for sharing in Company stock appreciation is designed to attract and retain supe- rior Board members. The Plan consists of two components: (1) stock options, and (2) payment of some or all of a Director's fees in Company stock, in lieu of cash compensation, at a Director's election. 1. OPTIONS ISSUABLE UNDER PLAN. The total number of underlying shares reserved for issuance in connection with options granted pursuant to the Plan shall not exceed 54,000 Class A Common Shares, par value $1 per share, and 54,000 Class B Common Shares, par value $1 per share, except to the extent of adjustments authorized in paragraph 4 of this Plan. Such Class A Common Shares may be treasury shares or authorized but unissued shares or a combination of the foregoing. Such Class B Common Shares may be treasury shares or authorized but unissued shares or a combination of the foregoing, subject to certain restrictions outlined below. To the extent that a stock option expires or is otherwise terminated, cancelled or surrendered without being exercised (including, without limitation, in connection with the grant of a replacement option), the shares of stock underlying such stock option shall again be available for issuance in connection with future grants under the Plan. 2. OPTION GRANTS. Each non-employee member of the Board of Directors ("Director") is hereby granted, effective January 27, 1995, options under the Plan ("Options") to buy from the Company 6,000 Class A and/or Class B Common Shares. These Options shall become exercisable at the rate of 1,000 Options per year, as long as such Director remains a member of the Board of Directors and the Plan remains in effect. The first 1,000 options are exercisable as of January 27, 1995, and successive blocks of 1,000 Options are exercisable on subsequent anniversaries of such date. 3. OPTION PRICE. The option price shall be $26.125, which was the price of the Class A Common Shares quoted by the National Association of Securities Dealers at the close of business on January 27, 1995, the date that the Options were granted. The option price shall be payable in whole or in part, in cash, Class A and/or Class B Common Shares of the Company valued at the price for Class A Common Shares at the close of business on the date of exercise, to the extent permitted by all applicable laws and regulations so long as the Executive Committee of the Company's Board of Directors ("Executive Commit- tee") does not determine that the application of any Financial Accounting Standards Board rule affecting the tender of shares would be detrimental to the best interests of the Company. 4. ADJUSTMENTS. The Executive Committee shall provide for such adjustments in the option price and in the number or kind of shares or other securities covered by outstanding options as is equitably required to prevent dilution or enlargement of the rights of eligible Directors that would otherwise result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, separation, reorganization or partial or complete liquidation, or in the event of any such transaction or event having an effect similar to any of the foregoing. 5. EXERCISE. No Option granted under the Plan shall run for more than ten (10) years from the date granted. No Option shall be transferable by the Director otherwise than by will and the laws of descent and distribution. Directors may exercise their Options upon receipt by the Company of such forms as the Company may require in advance of exercise and the required payment. A stock certificate may be issued as soon as practical after exercise and payment. An Option is exercisable during a Director's lifetime only by the Director, except that in case of incompetence or disability of a Director, an Option may be exercised on behalf of the Director by his or her guardian or legal representative. If, following an Option exercise, the Director sells the shares underlying the Option, the Director will receive the A-1 2 amount by which the sale price exceeds the exercise price for such shares, after deducting applicable taxes and brokerage fees, but not interest that might otherwise be paid on an advance of monies to the Director between the exercise and settlement dates. 6. STOCK OPTION AGREEMENT; CANCELLATION. The granting of Options under the Plan shall be evidenced by a stock option agreement ("Stock Option Agreement"). Such Stock Option Agreement may, with the concurrence of the affected Director, be amended by the Executive Committee, provided the terms of each such amendment are not inconsistent with the Plan. The Executive Committee may, with the concurrence of the affected Director, cancel any Option granted under the Plan. In the event of any such cancellation, the Executive Committee may authorize the granting of new Options under the Plan in such manner, at such price and subject to similar terms and conditions as would have been applicable had the cancelled Options not been granted. The Plan provides for the automatic grant to the Director of additional Options ("Reload Options") upon the exercise of Options through the delivery of any class of Common Shares as set forth in the Stock Option Agreement; provided, however, that the provisions of the Stock Option Agreement relating to Reload Options may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code of 1986, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), securities laws and the rules thereunder. 7. STOCK IN LIEU OF DIRECTORS' FEES. The Plan allows each Director, at such Director's election (communicated in writing by the Director to the Company's Secretary prior to the start of each fiscal year), to receive Class A and/or Class B Common Shares of the Company in an amount equal to (and in lieu of) all or part of the fees paid by the Company to such Director as compensation for serving on the Company's Board of Directors. For purposes of the foregoing described calculation, the Company's Shares are valued at the closing price quoted by the National Association of Securities Dealers, Inc. on the last trading day of the calendar quarter prior to payment of such fees. Any fractional shares shall be paid as cash. 8. RESTRICTIONS ON ISSUANCE. The Company's ability to issue Class B Common Shares is restricted by certain provisions of its Articles of Incorporation and Section 1(c)(21) of Schedule D of the by-laws of the National Association of Securities Dealers, Inc. 9. ADMINISTRATION. This Plan shall be administered by not less than three persons who are disinterested in the Plan, two of which shall initially be members of the Company's Executive Committee ("Administrators"). The Board is authorized to determine who shall be an Administrator, and in the event of an Administrator vacancy, the Board may appoint one or more disinterested persons as alternate Administrators. 10. PLAN AMENDMENT; TERMINATION. This Plan is subject to initial ratification and approval by the Company's shareholders, but may be terminated or amended thereafter from time to time by the Administrators. However, no such amendment by the Administrators shall (a) increase the number of Class A Common Shares or Class B Common Shares that may be issued under this Plan, except adjustments authorized under paragraph 4, (b) change the designation in paragraph 2 of the individuals eligible to receive Options, or (c) cause Rule 16b-3 of the Securities and Exchange Commission (or any successor rule to the same effect) to cease to be applicable to this Plan without further approval by the shareholders of the Company. In addition, no outstanding Options may be cancelled without the prior consent of the affected Director. 11. GOVERNING RULES. This Plan is intended to comply with and be subject to Rule 16b-3 as in effect prior to May 1, 1991. The Administrators may at any time elect that this Plan shall be subject to Rule 16b-3 as in effect on or after May 1, 1991. A-2 EX-23.A 4 AMERICAN GREETINGS S-8 EX-23(A) 1 EXHIBIT 23(a) Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 for the registration of 54,000 Class A Common Shares and 54,000 Class B Common Shares pertaining to the American Greetings Corporation 1995 Director Stock Plan of our report dated March 30, 1995, with respect to the consolidated financial statements and schedule of American Greetings Corporation included in its Annual Report on Form 10-K for the year ended February 28, 1995, filed with the Securities and Exchange Commission. Ernst & Young LLP Cleveland, Ohio July 12, 1995 EX-24 5 AMERICAN GREETINGS S-8 EX-24 1 EXHIBIT 24 AMERICAN GREETINGS CORPORATION REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY American Greetings Corporation (the "Company") hereby constitutes and appoints Henry Lowenthal, Jon Groetzinger, Jr., James K. Roosa and Stanley E. Everett, and each of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to execute and file under the Securities Act of 1933 a Registration Statement on Form S-8 relating to the registration of 54,000 of the Company's Class A Common Shares and 54,000 of the Company's Class B Common Shares and any and all amendments and exhibits thereto, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said directors and officers, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed at Cleveland, Ohio, this 12th day of July, 1995. ---- American Greetings Corporation /s/ Morry Weis By:__________________________________ Morry Weiss Chairman & Chief Executive Officer /S/ Jon Groetzinger Attest:______________________________ Jon Groetzinger, Jr. Secretary 2 AMERICAN GREETINGS CORPORATION REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY The undersigned officers and directors of American Greetings Corporation (the "Company") hereby constitute and appoint Henry Lowenthal, Jon Groetzinger, Jr., James K. Roosa, and Stanley E. Everett, and each of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to execute and file under the Securities Act of 1933 a Registration Statement on Form S-8 relating to the registration of 54,000 of the Company's Class A Common Shares and 54,000 of the Company's Class B Common Shares and any and all amendments and exhibits thereto, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said directors and officers, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute. Executed at Cleveland, Ohio, this 14th day of July, 1995.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Irving I. Stone Founder-Chairman; July ------------------------- Irving I. Stone Chairman of the 12, 1995 Executive Committee; Director /s/ Morry Weiss Chairman and Chief Executive July ------------------------- Morry Weiss Officer; Director 12, 1995 /s/ Edward Fruchtenbaum President - Chief Operating July ------------------------- Edward Fruchtenbaum Officer; Director 12, 1995
3
SIGNATURE TITLE DATE --------- ----- ---- /s/ Scott S. Cowen Director July ------------------------- Scott S. Cowen 11, 1995 /s/ Herbert H. Jacobs Director July ------------------------- Herbert H. Jacobs 10, 1995 /s/ Albert B. Ratner Director July ------------------------- Albert B. Ratner 10, 1995 /s/ Harry H. Stone Director July ------------------------- Harry H. Stone 10, 1995 /s/ Jeanette S. Wagner Director July ------------------------- Jeanette S. Wagner 12, 1995 /s/ Milton A. Wolf Director July ------------------------- Milton A. Wolf 7, 1995 /s/ Abraham Zaleznik Director July ------------------------- Abraham Zaleznik 10, 1995 /s/ Henry Lowenthal Senior Vice President; July ------------------------- Henry Lowenthal Chief Financial Officer 14, 1995 /s/ William S. Meyer Senior Vice President; July ------------------------- William S. Meyer Controller; Chief 12, 1995 Accounting Officer
-----END PRIVACY-ENHANCED MESSAGE-----