UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
American Greetings Corporation |
(Name of Issuer)
Class B Common Shares, Par Value $1.00 |
(Title of Class of Securities)
026375-20-4 |
(CUSIP Number)
Zev Weiss Jeffrey Weiss One American Road Cleveland, Ohio 44144 (216) 252-7300 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Lyle Ganske
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
January 17, 2013 |
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 026375-20-4 | Schedule 13D | Page 2 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zev Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
524,391 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
524,391 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
524,391 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% | |||||
14 |
TYPE OF REPORTING PERSON*
IN |
-2-
CUSIP No. 026375-20-4 | Schedule 13D | Page 3 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
337,620 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
337,620 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
337,620 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7% | |||||
14 |
TYPE OF REPORTING PERSON*
IN |
-3-
CUSIP No. 026375-20-4 | Schedule 13D | Page 4 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gary Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
11,430 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
11,430 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,430 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% | |||||
14 |
TYPE OF REPORTING PERSON*
IN |
-4-
CUSIP No. 026375-20-4 | Schedule 13D | Page 5 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elie Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
23,430 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
23,430 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,430 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% | |||||
14 |
TYPE OF REPORTING PERSON*
IN |
-5-
CUSIP No. 026375-20-4 | Schedule 13D | Page 6 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Morry Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
331,334 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
331,334 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
331,334 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1% | |||||
14 |
TYPE OF REPORTING PERSON*
IN |
-6-
CUSIP No. 026375-20-4 | Schedule 13D | Page 7 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Irving I. Stone Limited Liability Company | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
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 | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
1,818,182 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,818,182 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,818,182 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.6% | |||||
14 |
TYPE OF REPORTING PERSON*
00 |
-7-
CUSIP No. 026375-20-4 | Schedule 13D | Page 8 of 9 Pages |
Explanatory Note
This Amendment No. 3 to Schedule 13D (this Amendment) amends the Schedule 13D filed by the Reporting Persons on September 26, 2012, as amended by Amendment No. 1 filed by the Reporting Persons on November 5, 2012 and by Amendment No. 2 filed by the Reporting Persons on December 6, 2012 (the Schedule 13D). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D.
Item 4. | Purpose of Transaction |
Item 4 is hereby supplemented with the following information:
On January 17, 2013, representatives of the Weiss Family delivered a letter to the Special Committee reiterating the Weiss Familys Proposal and increasing the price offered per share in connection with the Proposal from $17.18 to $17.50, net to the seller in cash. The information set forth in this Item 4 is qualified in its entirety by its reference to the January 17th letter, which is filed as Exhibit 5 hereto and is incorporated by reference herein.
Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended by inserting at the end thereof the following:
Exhibit 5 | Letter to the Special Committee, dated January 17, 2013. |
-8-
CUSIP No. 026375-20-4 | Schedule 13D | Page 9 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: January 17, 2013
/s/ Zev Weiss | ||
Zev Weiss | ||
/s/ Jeffrey Weiss | ||
Jeffrey Weiss | ||
/s/ Gary Weiss | ||
Gary Weiss | ||
/s/ Elie Weiss | ||
Elie Weiss | ||
/s/ Morry Weiss | ||
Morry Weiss | ||
IRVING I. STONE LIMITED LIABILITY COMPANY | ||
By: | /s/ Gary Weiss | |
Name: | Gary Weiss | |
Title: | Manager |
-9-
Exhibit 5
January 17, 2013
VIA E-MAIL
Special Committee of the Board of Directors
American Greetings Corporation
One American Road
Cleveland, Ohio 44114
Gentlemen:
We very much appreciate the work of the Boards Special Committee and its legal and financial advisors in response to our September 25, 2012 proposal to acquire American Greetings stock not beneficially owned by the Weiss Family at $17.18 per share, net to the seller in cash.
In addition to engaging with you and your advisors, we have been hard at work arranging financing for the transaction. We have commitments for over $700 million of bank financing and believe that the remaining financing for the transaction will be available to us in the near future. However, we need to settle on price to obtain final financing commitments.
Accordingly, the purpose of this letter is to inform you that we are prepared to increase our proposed price to $17.50 per share, net to the seller in cash, subject to your confirmation that the Committee is prepared to recommend that price to the Board of Directors and definitive documentation.
We have instructed our counsel to deliver to your advisors a form of agreement that we would be prepared to execute, and are available at your earliest convenience to finalize the transaction documentation. You should know that we decided to meaningfully enhance our price to avoid back-and-forth debate. Our increased price is approximately 15% above the current trading price of American Greetings stock, and approximately 22% above the stock price on September 25th, the last trading day before our initial proposal. We believe this price would provide the public shareholders a fair and certain value in a highly volatile period in the equity markets and for the Company. We do not intend to further increase the price of our offer.
Finally, as we previously informed you, the Weiss Family shareholders on behalf of whom this proposal is made believe that their ownership in the company is a strategic investment and have no intention to sell all or any significant portion of their shares.
This proposal is subject to the finalization of financing, the determination by independent directors that the proposal is fair and the negotiation and execution of definitive transaction and financing documents. As before, given among other things the volatility of the capital markets, we reserve the right to withdraw or modify this proposal.
Very truly yours, On Behalf of the Weiss Family | ||
By: | /s/ Zev Weiss | |
Zev Weiss | ||
By: | /s/ Jeffrey Weiss | |
Jeffrey Weiss |