UNITED STATES
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): June 28, 2013
American Greetings Corporation
(Exact name of registrant as specified in its charter)
| Ohio | 001-13859 | 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
N/A
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.04 | TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS |
On June 28, 2013, American Greetings Corporation (the “Company”) received the notice required by section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 from the American Greetings Retirement Profit Sharing and Savings Plan (the “Plan”) regarding a “blackout period” with respect to the American Greetings Company Stock Fund (the “Stock Fund”) in the Plan in connection with the proposed acquisition of the Company by a newly organized entity controlled by members of the Weiss family. If the acquisition is consummated, the Stock Fund will be permanently frozen and liquidated with all Company common shares in the Stock Fund being exchanged for the consideration paid to shareholders under the terms of the Acquisition. During the “blackout period” that the Stock Fund is frozen and liquidated, Plan participants will be unable to direct or diversify investments in the Stock Fund or otherwise access the balances in the Stock Fund for any purpose (plan loans, withdrawals, distributions, etc.). If the acquisition is not consummated, the Stock Fund will not be affected and there will be no blackout period.
The “blackout period” for the Plan is expected to begin on or around August 2, 2013, depending upon the effective date of the acquisition, and end during the calendar week starting Sunday, August 4, 2013.
During the “blackout period” and for two years after the ending date of the ‘blackout period,” a shareholder or other interested person may obtain, without charge, information regarding the “blackout period,” including the actual beginning and ending dates, by contacting the General Counsel at American Greetings Corporation, One American Road, Cleveland, Ohio 44144 or by phone at (216) 252-7300.
A copy of the notice to the Company’s directors and executive officers, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d)
| Exhibit |
Description | |
| 99.1 | Notice of Stock Transaction Blackout Period to Directors and Executive Officers, dated June 28, 2013 | |
SIGNATURE
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 | ||||
| Date: June 28, 2013 |
||||
| /s/ Christopher W. Haffke | ||||
| Christopher W. Haffke | ||||
| Vice President, General Counsel and Secretary |
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Notice of Stock Transaction Blackout Period to Directors and Executive Officers, dated June 28, 2013 | |
Exhibit 99.1
MEMO
| TO: | Board of Directors and Executive Officers |
| FROM: | Christopher W. Haffke, General Counsel and Secretary |
| DATE: | June 28, 2013 |
| RE: | Stock Transaction Blackout Period |
As you know, American Greetings Corporation (the “Company”) entered into an agreement to be acquired by a newly organized entity controlled by members of the Weiss family (the “Acquisition”). If the Acquisition is consummated, the American Greetings Stock Fund (the “Stock Fund”) in the American Greetings Retirement Profit Sharing and Savings Plan (the “Plan”) will be permanently frozen and liquidated with all Company common shares in the Stock Fund being exchanged for the consideration paid to shareholders under the terms of the Acquisition. During the “blackout period” that the Stock Fund is frozen and liquidated, Plan participants will be unable to direct or diversify investments in the Stock Fund or otherwise access their balances in the Stock Fund for any purpose (plan loans, withdrawals, distributions, etc.). If the Acquisition is not consummated, the Stock Fund will not be affected and there will be no blackout period.
The blackout period for the Plan is expected to begin on or around August 2, 2013, depending upon the effective date of the Acquisition, and end during the calendar week starting Sunday, August 4, 2013. We will notify you of any delays or changes in those dates. In addition, for current information on the timing of the blackout period, you may contact Mr. Haffke as set forth below.
Under the Sarbanes-Oxley Act of 2002 and applicable SEC regulations, certain trading restrictions will apply to the Company’s directors and executive officers during the blackout period. Accordingly, this memo constitutes notice to you under Section 245.104 of SEC Regulation BTR of the imposition of a blackout period during which the trading prohibitions of Section 306(a) of the Sarbanes-Oxley Act will be in effect.
The Sarbanes-Oxley Act of 2002 prohibits corporate directors and executive officers from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity securities of the Company during a retirement plan blackout period unless the officer or director can establish that the equity securities were not “acquired in connection with his or her service or employment as a director or executive officer” in a manner consistent with applicable regulations. You should not assume that “specific identification” of shares will necessarily provide protection. This prohibition applies regardless of whether such securities are held within or outside of the Plan. Violation of these rules may subject the party improperly disposing of equity securities to a requirement to disgorge trading gains or to be subject to other sanctions.
Certain transactions which are normally permitted during stock trading blackout periods (such as stock option exercises) are not permitted during a retirement plan blackout period. The regulations do provide exceptions for a limited number of transactions, primarily those that take place automatically or in a manner that is outside the insider’s control. Bona fide gifts are also exempted. A complete list of the exceptions to the insider trading rules can be found in the relevant SEC rules (at Section 245.101(c) of Regulation BTR). If you are considering a transaction involving the Company’s securities during the blackout period, we recommend that you consult your legal advisor to determine whether the specific transaction is exempted from the insider trading rules.
If you have any questions regarding these restrictions or the blackout period, please contact me as follows:
Mr. Christopher W. Haffke
Vice President, General Counsel and Secretary
American Greetings Corporation
One American Road
Cleveland, Ohio 44144-2398
Ph: (216) 252-7300
Fax: (216) 252-6741
Email: chris.haffke@amgreetings.com