8-K

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): July 19, 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. Also on June 28, 2013, the Company sent a notice of the “blackout period” (the “Prior Notice”) to its directors and executive officers, a copy of which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on that day. The Prior Notice indicated that the “blackout period” for the Plan was 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.

On July 19, 2013, the Company sent an updated notice (the “Updated Notice”) to its directors and executive officers informing them that the “blackout period” is now expected to begin on or around August 9, 2013, depending on the effective date of the acquisition, and end during the calendar week starting Sunday, August 11, 2013. The change in expected timing of the “blackout period” is attributable to a change in the anticipated date of the special meeting of shareholders and expected effective date of the acquisition. A copy of the Updated Notice is attached as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibit No.	Description
99.1	Notice to Directors and Executive Officers, dated July 19, 2013

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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: July 19, 2013
	/s/ Christopher W. Haffke
	Christopher W. Haffke
	Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Notice to Directors and Executive Officers, dated July 19, 2013

4

EX-99.1

Exhibit 99.1

MEMO

TO: Board of Directors and Executive Officers

FROM: Christopher W. Haffke, General Counsel and Secretary

DATE: July 19, 2013

RE: Stock Transaction Blackout Period

By memorandum dated June 28, 2013, we provided you with notice required by the Sarbanes-Oxley Act of 2002 and 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 for the directors and executive officers of American Greetings Corporation (the “Company”).

As described in more detail in the original memorandum, the blackout period and the trading prohibitions stem from the fact that the American Greetings Stock Fund (the “Stock Fund”) in the American Greetings Retirement Profit Sharing and Savings Plan will be permanently frozen and liquidated if the acquisition of the Company by members of the Weiss family (the “Acquisition”) is completed, resulting in all Company common shares in the Stock Fund being exchanged for the cash merger consideration.

Because of a change in the anticipated date of the special meeting of shareholders and expected effective date of the acquisition, the timing for the blackout period has changed. We originally indicated that the blackout period would start 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. Now, we anticipate that the blackout period will start on or around August 9, 2013, depending upon the effective date of the Acquisition, and end during the calendar week starting Sunday, August 11, 2013.

We will notify you of any further delays or changes in those dates. In addition, for current information on the timing of the blackout period, you may 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