General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Egreetings Network, Inc./American Greetings SC 13D 12 45K
2: EX-99.1 Exhibit 1 1 6K
3: EX-99.2 Exhibit 2 6 25K
4: EX-99.4 Exhibit 4 2 10K
SC 13D — Egreetings Network, Inc./American Greetings SC 13D
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No. )
Egreetings Network, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title and Class of Securities)
282343102
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(CUSIP Number)
Jon Groetzinger, Jr., Esq.
American Greetings Corporation
One American Road
Cleveland, Ohio 44114
216-252-7300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 9, 2000
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(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 Rule 13d-1(e), 13d-1(f) or 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(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
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CUSIP NO. 282343102 13D PAGE 2 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Greetings Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
6,841,074
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 6,841,074
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,841,074 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 282343102 13D PAGE 3 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gibson Greetings, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
6,841,074
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ---------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
6,841,074
---------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,841,074 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
The name of the issuer is Egreetings Network, Inc., a Delaware
corporation ("Egreetings"), which has its principal executive offices at 149 New
Montgomery Street, San Francisco, California 94105. The title of the securities
to which this Statement relates is Egreetings' common stock, par value $0.001
per share (the "Shares").
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Statement is being filed by American Greetings
Corporation, an Ohio corporation ("American Greetings"), and Gibson Greetings,
Inc. a Delaware corporation and a wholly owned subsidiary of American Greetings
("Gibson"). American Greetings' and Gibson's principal business address and
American Greetings' office address is One American Road, Cleveland, Ohio 44114.
Gibson's office address is 100 East River Center Blvd, Covington, Kentucky
41011. The name, business address, present principal occupation and citizenship
of each executive officer and director of American Greetings and Gibson is set
forth in Schedule I attached hereto.
American Greetings is the world's largest publicly held creator,
manufacturer and distributor of greeting cards and social expression products.
With headquarters in Cleveland, Ohio, American Greetings employs more than
21,000 associates around the world and has one of the largest creative studios
in the world.
(d)-(e) During the last five years, none of American Greetings, Gibson
or, to the best knowledge of American Greetings and Gibson, any executive
officer or director of American Greetings or Gibson listed in Schedule I
attached hereto has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 9, 1999, American Greetings, through a wholly owned
subsidiary formed for this purpose ("Acquisition Sub"), commenced a tender offer
for all of the issued and outstanding shares of common stock of Gibson. On March
9, 1999, American Greetings accepted for payment and paid for the 15,431,420
shares (approximately 97.4% of the outstanding shares) of Gibson common stock
tendered and completed the acquisition of Gibson through a merger of Acquisition
Sub with and into Gibson. Gibson held the 6,841,074 Shares prior to American
Greetings's acquisition of Gibson.
The total purchase price for the acquisition by American Greetings of
Gibson was approximately $175 million. The funds used to consummate the
acquisition were provided to Acquisition Sub in the form of a capital
contribution made by American Greetings. American
Page 4 of 12 Pages
Greetings obtained the funds for such capital contribution through its
registered commercial paper program.
ITEM 4. PURPOSE OF TRANSACTION.
American Greetings indirectly acquired beneficial ownership of the
Shares held by Gibson as a result of its acquisition of Gibson. American
Greetings' indirect acquisition of the Shares was incidental to the Gibson
acquisition.
American Greetings and Egreetings have, from time to time, engaged in
discussions regarding a possible combination of Egreetings business with that of
the digital greetings business of American Greetings conducted by
AmericanGreetings.com, Inc. Such discussions have been exploratory in nature
and, although certain discussions regarding specific combination proposals are
currently underway, there can be no assurance that an agreement will be reached
or as to the timing or terms thereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(d) American Greetings has an indirect beneficial interest in
6,841,074 Shares, or approximately 19.6% of the outstanding Shares, which are
held directly by its wholly owned subsidiary Gibson. This number includes 67,854
Shares that Gibson has the right to acquire pursuant to currently exercisable
warrants to acquire Shares. American Greetings has sole voting and dispositive
power over the 6,841,074 Shares held by Gibson, arising solely from its control
over Gibson.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Egreetings and certain of its stockholders have granted Gibson the
right to match the terms of any offer made by either Hallmark or American
Greetings in connection with the sale of any equity interest in Egreetings to
Hallmark or American Greetings by Egreetings or such stockholders. If Gibson
elects to match the terms of any such sale, then Egreetings and/or such
stockholder must sell the equity interest to Gibson on such terms. The foregoing
discussion is qualified in its entirety by reference to the Agreement Providing
Right of Last Refusal, which is filed as Exhibit 2 hereto.
Gibson has demand and piggyback registration rights that enable Gibson,
under certain circumstances and subject to certain restrictions, to require
Egreetings to register all or a portion of the Shares Gibson owns under the
Securities Act of 1933 in order to permit Gibson to sell its Shares. These
registration rights will terminate on the earlier of four years after the date
of Egreetings' initial public offering or the date on which Gibson may sell all
of its Shares under Rule 144 of the Securities Act of 1933. The foregoing
discussion is qualified in its entirety by
Page 5 of 12 Pages
reference to the Fifth Amended and Restated Investors' Rights Agreement, which
is filed as Exhibit 3 hereto.
In connection with Egreetings' initial public offering, Gibson agreed
not to transfer or dispose of, directly or indirectly, any Shares or any
securities convertible into or exercisable or exchangeable for Shares for a
period of 180 days after the date the registration statement filed in connection
the initial public offering is declared effective. The foregoing discussion is
qualified in its entirety by reference to the Fifth Amended and Restated
Investors' Rights Agreement, which is filed as Exhibit 3 hereto, and the Lock Up
Agreement, which is filed as Exhibit 4 hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Joint Filing Agreement
(2) Agreement Providing Right of Last Refusal, dated December 4, 1997.
(3) Fifth Amended and Restated Investors' Rights Agreement, dated
November 19, 1999.
(4) Lock Up Agreement, dated September 1999.
Page 6 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: April 17, 2000 AMERICAN GREETINGS CORPORATION
By: /s/ W.S. Meyer
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Name: William S. Meyer
Title: Senior Vice President
and Chief Financial
Officer
GIBSON GREETINGS, INC.
By: /s/ Morry Weiss
----------------------------
Name: Morry Weiss
Title: President
Page 7 of 12 Pages
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
AMERICAN GREETINGS CORPORATION AND GIBSON GREETINGS, INC.
A. DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN GREETINGS
The following table sets forth the name, present principal occupation
or employment and material occupations, positions, offices or employment for the
past five years of each director and executive officer of American Greetings.
Unless otherwise indicated below, (i) each individual has held his or her
positions with American Greetings for more than the past five years, (ii) the
business address of each person is One American Road, Cleveland, Ohio 44144 and
(iii) all directors and executive officers listed below are citizens of the
United States. Directors are identified by an asterisk.
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PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT AND FIVE-YEAR EMPLOYMENT HISTORY
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*Scott S. Cowen Dr. Cowen's principal occupation is President of Tulane
University. Prior to that Dr. Cowen served as Dean and Albert J.
Weatherhead, III Professor of Management, Weatherhead School
of Management at Case Western Reserve University. Dr. Cowen
serves as a director of JoAnn Stores, Inc. (specialty store retailer),
Forest City Enterprises, Inc. (conglomerate corporation engaged
in real estate development, sales, investment, construction and
lumber wholesale) and Newell-Rubbermaid Incorporated
(consumer home products).
*Edward Fruchtenbaum Mr. Fruchtenbaum is President and Chief Operating Officer of
Parent, a position he has held for more than five years. Mr.
Fruchtenbaum is on the boards of INROADS/Northeast Ohio,
Inc., Gilmour Academy, Cleveland Playhouse and The National
Conference Board (non-profit organizations).
Page 8 of 12 Pages
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*Stephen R. Hardis Mr. Hardis' principal occupation is Chairman and Chief
Executive Officer of Eaton Corporation, (manufacturer of highly
engineered products that serve industrial, vehicle, construction,
commercial and semiconductor markets). Before joining Easton
in 1979, Mr. Hardis served as Executive Vice president of
Finance and Planning for Sybron Corporation (health equipment
supplies and services) and prior to that he was associated with
General Dynamics Corporation (industrial) aerospace
manufacturer). Mr. Hardis is a member of the boards of KeyCorp
(holding company for Key Bank), Lexmark International
Corporation (a spin-off of IBM's printer business), Marsh &
McLennon Companies, Inc. (holding company providing services
in the risk and insurance services, investment and management
consulting fields), Nordson Corporation (industrial painting
system manufacturer) and Progressive Corporation (holding
company of Progressive Insurance Company and other
companies). He also serves as a director of the Cleveland Clinic
Foundation (hospital) and is a trustee of the Musical Arts
Association (Cleveland Orchestra), Leadership Cleveland,
Playhouse Square, Foundation, Greater Cleveland Roundtable
and Cleveland Tomorrow (non-profit organizations).
*Harriet Mouchly-Weiss Mrs. Mouchly-Weiss is founder and managing partner of Strategy
XXI (corporate communications). Before founding Strategy
XXI, she was President of the GCI Group International, an
international public relations and marketing agency. She also
served as Chairman of Ruder Finn & Rotman International
Partners, an independent public relations firm. She is a director
of Viisage Technology, Inc. (developer of personal security and
identification systems), a division of LAU Technologies,
Foundation of the Committee of 200, Friends of the United
Nations, American Academy of Rome, Chinese Foundation of
Culture and Arts for Children, Abraham Fund and Israel Policy
Forum (professional, educational and charitable organizations.
*Albert B. Ratner Mr. Ratner's principal occupation is Co-Chairman of the Board,
Chief Executive Officer and President of Forest City Enterprises,
Inc. (conglomerate corporation engaged in real estate
development, sales, investment, construction and lumber
wholesale) and an officer of its various subsidiary companies.
He is also a director of RPM, Inc. (manufacturer and marketer of
protective coatings).
Page 9 of 12 Pages
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*James C. Spira Mr. Spira's principal occupation is managing partner and director
of Diamond Technology Partners, Inc., (technology management
consulting firm). Before joining Diamond Technology Partners,
he co-founded Cleveland Consulting Associates, serving as
President and Chief Executive Officer from 1974 until 1989. Mr.
Spira serves as a director of New Media, Inc. (information
technology consulting) and is a member of the advisory board of
Progressive Insurance Company's National Accounts Division
(specialty property-casualty insurer).
*Harry H. Stone Mr. Stone's principal occupation is President of the Courtland
Group, Inc. (investments, property and business development and
management) and a general partner in partnerships that own and
manage The Residence Inn by Marriott Cleveland at Beachwood,
Middleburg Heights, Rockside and Westlake, Ohio locations. He
is a trustee of the Cleveland Rotary Foundation and is Trustee
Emeritus of Educational Television Association of Metropolitan
Cleveland, Jewish Community Federation of Cleveland and
Brandeis University (non-profit organizations).
*Morry Weiss Mr. Weiss' principal occupation is Chairman and Chief Executive
Officer of Parent, a position he has held for more than five years.
He also serves as a director of National City Corporation (holding
company of National City Bank - Cleveland and other banks) and
is a member of the advisory board of Primus Venture Partners
(equity investor in companies requiring growth capital).
Michael B. Birkholm Vice President, Manufacturing from 1994 until becoming Senior
Vice President in 1998.
Dale A. Cable Vice President and Treasurer.
Mary Ann Corrigan-Davis President of Carlton Cards Retail, Inc. from 1992 until 1996, and
Group Managing Director of the John Sands Group from 1996 until
becoming Senior Vice President in 1997.
Jon Groetzinger, Jr Senior Vice President, General Counsel and Secretary.
William R. Mason Senior Vice President.
William S. Meyer Senior Vice President and Chief Financial Officer.
Patricia A. Papesh Vice President, Creative of the U.S. Greeting Card Division from
1992 until becoming Senior Vice President in 1995.
Patricia L. Ripple Executive Director, Tax and Financial Reporting from 1993 until becoming
Vice President and Corporate Controller in 1996.
Page 10 of 12 Pages
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Erwin Weiss Senior Vice President.
Jeffrey M. Weiss Vice President, Materials Management of Parent's U.S. Greeting Card
Division from 1996 until 1997; Vice President, Product Management
of Parent's U.S. Greeting Card Division from 1997 until 1998;
Senior Vice President from 1998 until becoming Executive Vice
President in 2000.
George A. Wenz Vice President, National Accounts from 1984 before becoming
Senior Vice President in 1997.
Thomas T. Zinn, Sr. Principal with Ernst & Young LLP before joining Parent in 1995
as Vice President, Information Services. He became Senior Vice
President in 1998.
B. DIRECTORS AND EXECUTIVE OFFICERS OF GIBSON
The director of Gibson is Morry Weiss. The executive officers of Gibson
are Morry Weiss, President, Edward Fruchtenbaum, Vice President, Jon
Groetzinger, Jr., Secretary, and Dale Cable, Treasurer. Messrs. Weiss,
Fruchtenbaum, Groetzinger and Cable are also executive officers of American
Greetings. Information concerning the present principal occupation or employment
and material occupation, positions, offices or employment for the past five
years of Messrs. Weiss, Fruchtenbaum, Groetzinger and Cable is set forth in the
table of the directors and executive officers of American Greetings. The
business address of each director and officer of Gibson is One American Road,
Cleveland, Ohio 44144, and all directors and officers of Gibson are citizens of
the United States.
Page 11 of 12 Pages
EXHIBIT INDEX
No. Description
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(1) Joint Filing Agreement
(2) Agreement Providing Right of Last Refusal, dated December 4, 1997.
(3) Fifth Amended and Restated Investors' Rights Agreement, dated
November 19, 1999 (incorporated by reference to Exhibit 4.03 of
Egreetings' Registration Statement on Form S-1 (File No. 333-88595)).
(4) Lock Up Agreement, dated September 1999.
Page 12 of 12 Pages
Dates Referenced Herein and Documents Incorporated by Reference
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