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As filed with the Securities and Exchange Commission on July 20, 2001
Registration No. 333-_____
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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 Identification No.)
incorporation or organization)
ONE AMERICAN ROAD
CLEVELAND, OHIO 44144
(Address of principal executive offices, including zip code)
AMERICAN GREETINGS CORPORATION
1997 EQUITY AND PERFORMANCE INCENTIVE PLAN
(AS AMENDED JUNE 22, 2001)
(Full title of the plans)
JON GROETZINGER, JR., ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
AMERICAN GREETINGS CORPORATION.
ONE AMERICAN ROAD
CLEVELAND, OHIO 44144
(216) 252-7300
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering registration
registered registered per share(1) Price(1) fee
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Class A Common Shares 6,500,000 $11.125 $72,312,500 $18,078.13
$1 par value Shares
Class B Common Shares 500,000 $11.125 $ 5,562,500 $ 1,390.63
$1 par value Shares
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(1) Estimated in accordance with Rules 457(c) and (h) solely for the
purpose of calculating the registration fee and based upon the average
of the high and low prices as quoted on the New York Stock Exchange on
July 17, 2001.
NOTE: THE TOTAL REGISTRATION FEE IS $19,468.76
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required in Part I of the Registration
Statement will be provided to each participant in the American Greetings
Corporation 1997 Equity and Performance Incentive Plan (as amended June 22,
2001), as required by Rule 428(b)(1). Such documents are not being filed with
the Securities and Exchange Commission (the "Commission") in accordance with the
instructions to Form S-8, but such documents constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Item 3 of Form S-8) a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of American Greetings Corporation (the "Company"),
previously filed with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for its fiscal year
ended February 28, 2001;
2. The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended May 31, 2001; and
3. 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 (3)(i) to
the Company's Annual Report on Form 10-K for its fiscal year
ended February 28, 1999;
other than the portions of such documents, which by statute, by designation in
such document or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Registration
Statement, but prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents other than the portions of such documents, which by statute, by
designation in such document or otherwise, are not deemed to be filed with the
Commission or are not required to be incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document that also is, or is deemed to be, incorporated by reference in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
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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 any civil, criminal, administrative or
investigative proceeding. Article IV of the Code of Regulations of the Company
provides for indemnification in terms consistent with statutory authority, and
the Company maintains insurance covering certain liabilities of its 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
Not applicable
Item 8. Exhibits
See the Exhibit Index at Page E-1 of this Registration Statement.
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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
Registration Statement; and
(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
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Sections 13 or 15(d) of the Securities Exchange Act of
1934 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.
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B. The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in this 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.
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 Securities Act of 1933 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 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 Securities Act of
1933 and will be governed by the final adjudication of such
issue.
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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, this 20th day of July,
2001.
AMERICAN GREETINGS CORPORATION
By: /s/ Jon Groetzinger, Jr.
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Jon Groetzinger, Jr., Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on July 20, 2001.
SIGNATURE TITLE
/s/ Morry Weiss Chairman; Chief Executive Officer
--------------- (principal executive officer); Director
Morry Weiss
/s/ James C. Spira President; Chief Operating Officer;
------------------ Director
James C. Spira
/s/ William S. Meyer Senior Vice President, Chief Financial
-------------------- Officer (principal financial and
William S. Meyer accounting officer)
/s/ Scott S. Cowen Director
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Scott S. Cowen
/s/ Stephen R. Hardis Director
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Stephen R. Hardis
//s/ Jack Kahl Director
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Jack Kahl
/s/ Harriet Mouchly-Weiss Director
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Harriet Mouchly-Weiss
//s/ Charles A. Ratner Director
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Charles A. Ratner
/s/ Harry H. Stone Director
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Harry H. Stone
/s/ Jerry Sue Thornton Director
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Jerry Sue Thornton
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AMERICAN GREETING CORPORATION
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
4(a) Amended Articles of Incorporation of the Company
This Exhibit has been previously filed as Exhibit 3(i) to the
Company's 10-K Annual Report for its fiscal year ended February
28, 1999 and is incorporated herein by reference.
4(b) Amended Regulations of the Company
This Exhibit has been previously filed as Exhibit 3(ii) to the
Company's 10-K Annual Report for its fiscal year ended February
28, 1999 and is incorporated herein by reference.
4(c) Forms of share certificate for Class A Common Shares and Class B
Common Shares of the Registrant
The form of share certificate for Class A Common Shares has been
previously filed as Exhibit 4(c) to the Company's Registration
Statement No. 33-39726 on Form S-3, filed with the Commission on
May 6, 1991, and is incorporated herein by reference. The form of
share certificate for Class B Common Shares has been previously
filed as Exhibit 4(d) to Amendment No. 1 to Registration
Statement No. 33-39726 and is incorporated herein by reference.
5 Opinion of Brouse McDowell, A Legal Professional Association,
regarding the validity of the securities being registered
10 American Greetings Corporation 1997 Equity and Performance
Incentive Plan (as amended June 22, 2001)
23(a) Consent of Brouse McDowell, A Legal Professional Association
(included in Exhibit 5)
23(b) Consent of Independent Auditors
24 Power of Attorney
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