As filed with the Securities and Exchange Commission on December 21, 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 EMPLOYMENT AGREEMENT
WITH SELLING SHAREHOLDER
DATED SEPTEMBER 25, 2001
(Full title of the Plan)
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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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be registered Registered Offering Price per share Aggregate Offering Price Registration fee
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Class A Common 175,000 Shares $13.76(1) $2,407,125 $575.30
Shares $1 par value
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(1) Estimated in accordance with Rules 457(c) and (h) solely for the
purpose of calculating the registration fee on the basis of the average
of the high and low prices as quoted on the New York Stock Exchange on
December 18, 2001.
EXPLANATORY NOTE
Set forth on the pages immediately following is a "reoffer prospectus." The
reoffer prospectus is filed as part of this registration statement on Form S-8
of American Greetings Corporation. The prospectus has been prepared in
accordance with the requirements of Part I of Form S-3, and it may be used for
reoffers of "restricted securities" (as defined in General Instruction C (1)(a)
to Form S-8) by the selling shareholder referenced in the prospectus.
PROSPECTUS
175,000
CLASS A COMMON SHARES
AMERICAN GREETINGS CORPORATION
OFFERED BY THE SELLING SHAREHOLDER
Founded in 1906, American Greetings Corporation (the "Company") is the second
largest greeting card company in the world with approximately 39% market share
of the $7 billion U.S. greeting card industry. It creates, manufactures and
distributes greeting cards, gift-wrap, party goods, calendars, candles,
balloons, stationery, non-prescription reading glasses and educational products.
The Company sells its products internationally in over 70 countries through its
wholly owned subsidiaries and licensees. It offers online greeting cards through
its subsidiary AmericanGreetings.com. The contribution of each major product
category as a percentage of fiscal 2001 net sales was: everyday greeting cards
(42%), seasonal greeting cards (20%), gift wrap and wrap accessories (16%) and
other products (22%).
This prospectus covers reoffers and resales of up to 175,000 Class A Common
Shares (the "Shares") of the Company by the selling shareholder. The selling
shareholder received the Shares pursuant to a grant described in his
employment agreement with the Company.
These Shares may be offered and sold over time by the selling shareholder named
in this prospectus under the caption "Selling Shareholder." The selling
shareholder may sell the Shares in the open market at prevailing market prices,
or in private transactions at negotiated prices. He may sell the Shares
directly, or he may sell them through underwriters, brokers or dealers.
Underwriters, brokers, or dealers may receive discounts, concessions or
commissions from the selling shareholder or from the purchaser, and this
compensation might be in excess of the compensation customary in the type of
transaction involved.
The Company will not receive any of the proceeds from the sale of the Shares.
The Company's Class A Common Shares trade on the New York Stock Exchange under
the symbol "AM." The last reported sale price on December 18, 2001 was $13.41
per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
In connection with this offering, no dealer, salesperson or other person is
authorized to give any information or to make any representation not contained
in this prospectus. If information is given or representations are made, you may
not rely on that information or representations as having been authorized by us.
This prospectus is neither an offer to sell nor a solicitation of an offer to
buy any securities other than those registered by this prospectus, nor is it an
offer to sell or a solicitation of an offer to buy securities where an offer or
solicitation would be unlawful. You may not imply from the delivery of this
prospectus, nor from any sale made under this prospectus, that the Company's
affairs are unchanged since the date of this prospectus or that the information
contained in this prospectus is correct as of any time after the date of this
prospectus.
Prospectus dated December 21, 2001
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus in connection with the offer made by this prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by us or the selling shareholder. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy, the securities offered
hereby in any jurisdiction where such offer or solicitation is not authorized,
or to any person to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that any information contained herein
is correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS
Incorporation of Certain Documents by Reference...............................2
Risk Factors..................................................................3
Caution Regarding Forward-looking Statements..................................8
Recent Developments...........................................................8
Information about the Company.................................................9
Use of Proceeds...............................................................9
Price Range of Class A Common Shares..........................................10
Selling Shareholder...........................................................10
Plan of Distribution..........................................................11
Description of Capital Stock..................................................12
Legal Matters.................................................................13
Experts.......................................................................14
Where You Can Find More Information...........................................14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows the Company to incorporate into
this prospectus information that it files with the Commission in other
documents. This means that the Company can disclose to you important business
and financial information that is not included with the prospectus by referring
to other documents that contain that information. The information incorporated
by reference is considered to be part of this prospectus. Information contained
in this prospectus and information that the Company files with the Commission in
the future and incorporates by reference in this prospectus automatically
updates and supersedes previously filed information.
The Company incorporates by reference the documents listed below and any future
filings it makes with the Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, prior to the sale of all the shares covered
by this prospectus: (a) its Annual Report on Form 10-K for the fiscal year ended
February 28, 2001; (b) its Form 10-Q for the fiscal quarters ended May 31, 2001
and August 31, 2001; (c) its Form 8-K dated April 3, 2001 and the related Form
8-K/A filed with the Commission on June 1, 2001; (d) its Form 8-K dated
September 27, 2001 and the related Form 8-K/A filed with the Commission on
November 21, 2001; (e) the description of its capital stock contained in its
registration statement on Form 8-A filed with the Commission on February 6,
1998, including any amendments or reports filed for the purpose of updating that
description; and (f) all its other filings with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this prospectus and prior to the termination of the offering.
UPON REQUEST. YOU MAY OBTAIN WITHOUT CHARGE COPIES OF ANY OR ALL OF THESE
DOCUMENTS, INCLUDING EXHIBITS. PLEASE MAKE YOUR REQUEST TO JON GROETZINGER, JR.,
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY, AMERICAN GREETINGS
CORPORATION, ONE AMERICAN ROAD, CLEVELAND, OHIO 44144; TELEPHONE (216) 252-7300.
RISK FACTORS
Your investment in the Shares involves significant risk. You should carefully
consider the following risk factors and the other information set forth in this
prospectus before deciding to purchase any Shares.
RISKS RELATING TO THE OFFERING
THE PRICE OF THE COMPANY'S CLASS A COMMON SHARES MAY BE VOLATILE, WHICH MAY
RESULT IN LOSSES FOR INVESTORS.
The market price for the Company's Class A Common Shares has been volatile in
the past, and several factors could cause the price to fluctuate substantially
in the future. These factors include:
- announcements of developments related to the Company's business;
- fluctuations in the Company's results of operations;
- sales of substantial amounts of the Company's securities into the
marketplace;
- general conditions in the Company's industry or the worldwide economy;
- an outbreak of war or hostilities;
- a shortfall in revenues or earnings compared to securities analysts'
expectations;
- changes in analysts' recommendations or projections; and
- announcements of new acquisitions or other projects by the Company.
The market price of Class A Common Shares may fluctuate significantly in the
future, and these fluctuations may be unrelated to its performance. General
market price declines or market volatility in the future could adversely affect
the price of Class A Common Shares, and the current market price may not be
indicative of future market prices.
FUTURE SALES OF THE COMPANY'S CAPITAL STOCK MAY DEPRESS PRICES OF ITS CLASS A
COMMON SHARE PRICES.
Sales of a substantial amount of the Company's capital stock in the public
market, or the appearance that such amount is available for sale, could
adversely affect the market price for Class A Common Shares. As of November 30,
2001, the Company had the following equity securities and options to purchase
equity securities outstanding: 62,764,009 Class A Common Shares; options to
purchase 9,365,365 Class A Common Shares; 4,623,751 Class B Common Shares; and
options to purchase 1,122,963 Class B Common Shares.
In addition, 13,004,002 Class A Common Shares and 1,311,578 Class B Common
Shares were reserved for issuance pursuant to options granted or available for
grant under the Company's stock options plans and employee stock purchase plan.
Class B Common Shares may be converted into Class A Common Shares at any time at
the election of the holder.
THE COMPANY'S CHARTER DOCUMENTS AND OHIO LAW MAY INHIBIT A TAKEOVER AND LIMIT
THE COMPANY'S GROWTH OPPORTUNITIES, WHICH COULD CAUSE THE MARKET PRICE OF ITS
CLASS A COMMON SHARES TO DECLINE.
Certain provisions of Ohio law and the Company's Articles of Incorporation could
have the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to
acquire, control of the Company. The Company's Articles of Incorporation provide
for the Board of Directors to be divided into three classes of directors serving
staggered three-year terms. Such classification of the Board of Directors
expands the time required to change the composition of a majority of directors
and may tend to discourage a proxy context or other takeover bid for the
Company. In addition, its Articles of Incorporation provide for Class B Common
Shares, which have ten votes per share. Applicable provisions of Ohio law also
restrict the Company's ability to engage in certain business combination
transactions with owners of 10% or more of the outstanding common shares.
RISKS RELATING TO THE COMPANY'S BUSINESS
THE COMPANY CANNOT ASSURE YOU THAT IT WILL HAVE ADEQUATE LIQUIDITY TO FUND ITS
ONGOING CASH NEEDS.
Over the next twelve months, the Company will face significant capital
requirements in order to fund its restructuring program, its negotiated contract
with a major mass merchandiser, and its seasonal working capital needs. In
addition, the Company may have additional funding needs during or after that
period that are not currently anticipated. There can be no assurance that
additional financing will be available to the Company or, if available, that it
can be obtained on terms acceptable to management or within limitations that are
contained in the Company's current or future financing arrangements. Failure to
obtain any necessary additional financing could result in the delay or
abandonment of some or all of the Company's restructuring plans, negatively
impact its ability to make capital expenditures and result in its failure to
meet its obligations.
In addition, from 1992 to 1999, the Company took certain tax deductions related
to its corporate-owned life insurance programs (COLI). Recently, a federal tax
decision unfavorable to another corporation for a similar COLI issue was
published. As a result, the Company recorded a non-cash charge of approximately
$143 million in the fourth quarter of 2001, which amount represents the effect
of assessments by the internal revenue service for the disallowance of certain
deductions related to this insurance program. Although management believes that
in the event of a proceeding against the Company, it would actively defend
itself and believes the Company could distinguish certain of its COLI plans from
those addressed in the prior litigation, there can be no assurance that the
Company would be successful, and the Company could be required to pay the amount
of its recorded charge to the Internal Revenue Service. In this event, the
Company would require additional financing to provide the cash for such a
payment. There can be no assurance that additional financing will be available
to the Company or, if available, that it can be obtained on terms acceptable to
the Company or within limitations that are contained in its current or future
financing arrangements.
THE COMPANY CANNOT ASSURE YOU THAT IT WILL BE ABLE TO IMPLEMENT ITS PROPOSED
COST SAVINGS INITIATIVES OR THAT THOSE INITIATIVES WILL PRODUCE THE ANTICIPATED
POSITIVE EFFECTS.
In November 2000, management announced that the Company would undertake a review
of its operations, focusing on process improvements. In March 2001, the Company
devised a restructuring plan for its core greeting card business that is
expected to improve efficiency and reduce costs. The restructuring plan includes
a rationalization process, a product line size reduction program, the
consolidation of its facilities and workforce reduction of approximately 1,500
employees, or approximately 13% of its current full-time workforce. The
reorganization is expected to result in a pre-tax charge of between $200 million
and $220 million in fiscal 2002. Although management believes the implementation
of the restructuring is feasible on the schedule currently contemplated, the
Company may encounter unanticipated difficulties. There can be no assurance that
the anticipated cost savings will be realized as a result of the implementation
of the restructuring plan. In addition, several large retailers, two of which
together represented approximately 15% of the Company's sales in fiscal 2001,
have encouraged the Company to implement scan-based trading, which is a form of
consignment selling in
which inventory is held on the Company's books, instead of the books of its
retailers, until an actual sale to a consumer occurs. The Company is in the
process of implementing scan-based trading with certain retailers, and it
expects this implementation to result in a one-time pre-tax charge of between
$80 and $90 million in fiscal 2002, and it anticipates the effects on the
Company to be an ongoing reduction in working capital, maximization of retail
productivity and throughput, reduced costs and enhanced retailer relationships.
However, there can be no assurance that the expected benefits of scan-based
trading will be realized.
THE COMPANY HAS A HISTORY OF LOSSES AND MAY NOT BE PROFITABLE IN THE FUTURE.
The Company experienced a loss in fiscal 2001 and may incur additional losses in
the future. The Company has and will continue to have a substantial amount of
interest expense in respect of debt incurred and depreciation and amortization
expenses relating to its recent acquisitions as well as to its fiscal 2002
restructuring program. Such expenses have contributed to the net losses the
Company experienced. Management expects that the Company will continue to incur
such non-operating expenses at increased levels as a result of scan-based
trading, the restructuring program and a change in the contractual relationship
with a partner of the Company's Internet unit.
THE COMPANY RELIES ON A FEW LARGE CUSTOMERS FOR A SIGNIFICANT PORTION OF ITS
SALES.
A few of the Company's customers are material to its business and operations. In
both fiscal 2000 and fiscal 2001, the Company's largest customer , Wal-Mart
Stores, Inc., represented approximately 10% of its consolidated net sales.
Aggregate consolidated net sales to its five largest customers represented
approximately 29% of its total consolidated net sales in fiscal 2001. There can
be no assurance that these large customers will continue to purchase the
Company's products in historical quantities. The loss of sales to one of its
large customers could materially adversely affect the Company, its operating
results, its financial condition and its prospects.
DIFFICULTIES IN INTEGRATING POTENTIAL ACQUISITIONS COULD ADVERSELY AFFECT THE
COMPANY'S BUSINESS.
The Company regularly evaluates potential acquisition opportunities to support
and strengthen its business. The Company cannot be sure that it will be able to
locate suitable acquisition candidates, acquire candidates on acceptable terms
or integrate acquired businesses successfully. Future acquisitions may require
the Company to incur additional debt and contingent liabilities, which may
materially and adversely affect its business, operating results and financial
condition. Furthermore, the process of integrating acquired businesses
effectively involves the following risks:
- assimilating operations and products may be unexpectedly difficult;
- management's attention may be diverted from other business concerns;
- the Company may enter markets in which it has limited or no direct
experience; and
- the Company may lose key employees of an acquired business.
The Company does not currently have any material agreements relating to proposed
or pending acquisitions or joint ventures.
THE COMPANY'S OPERATING RESULTS MAY FLUCTUATE ON A SEASONAL BASIS.
The greeting card business is a seasonal business based on holidays, with
results of operations for the first, second and fourth fiscal quarters generally
being lower than those of the third fiscal quarter. Consequently, the Company's
overall operating results in the future may fluctuate substantially based on
seasonal demand for its products. Such variations in demand could have a
material adverse effect on the timing of its cash flows and therefore its
ability to service its obligations with respect to the notes.
THE COMPANY OPERATES IN AN EXTREMELY COMPETITIVE MARKET, AND ITS BUSINESS WILL
SUFFER IF IT IS UNABLE TO COMPETE EFFECTIVELY.
The Company operates in a highly competitive industry. The greeting card
business is extremely concentrated, and the Company is one of only two main
competitors, which together encompass over 75% of the overall market. The
Company's main competitor may have substantially greater financial, technical or
marketing resources, a greater customer base, stronger name recognition and a
lower cost of funds than the Company has, and that competitor also has
longstanding relationships with certain large customers to which it may offer
products not provided by the Company, which may put the Company at a competitive
disadvantage. As a result, this competitor or others may be able to:
- adapt to changes in customer requirements more quickly;
- take advantage of acquisition and other opportunities more readily; and
- devote greater resources to the marketing and sale of its products and adopt
more aggressive pricing policies than the Company.
There can be no assurance that the Company will be able to continue to compete
successfully in this market or against such competition. If the Company is
unable to introduce new and innovative products that are attractive to its
customers, or is unable to allocate sufficient resources to effectively market
and advertise its products so that they achieve widespread market acceptance,
the Company may not be able to compete effectively, and its operating results
and financial condition will be adversely affected.
THE COMPANY MAY BE ADVERSELY AFFECTED BY RETAIL TRENDS AND VOLATILITY.
The Company's business and that of most of its customers is cyclical and has
historically experienced periodic downturns in direct relation to general
economic downturns. A downturn in the economy may affect consumer purchases of
discretionary items, which could adversely affect the Company's sales. The
Company's success depends on the sustained demand for its products. Many factors
affect the level of consumer spending on the Company's products, including,
among others, general business conditions, interest rates, the availability of
consumer credit, taxation and consumer confidence in future economic conditions.
Consumer purchases of discretionary items, such as the Company's products, tend
to decline during recessionary periods when disposable income is lower. These
downturns have been characterized by diminished product demand and subsequent
accelerated erosion of average selling prices. A general slowdown in the
economies in which the Company sells its products or even an uncertain economic
outlook could adversely affect consumer spending on the Company's products and,
in turn, its sales and results of operations. With the growing trend toward
towards retail trade consolidation, the Company is increasingly dependent upon a
reduced number of key retailers whose bargaining strength is growing. The
Company may be negatively affected by changes in the policies of its retail
trade customers, such as inventory de-stocking, limitations on access to shelf
space, scan-based trading and other conditions. Increased consolidations in the
retail industry could result in price and other competition that could damage
the Company's business.
TWO SIGNIFICANT STOCKHOLDER GROUPS CONTROL A SUBSTANTIAL PORTION OF THE
COMPANY'S OUTSTANDING CAPITAL STOCK.
As of November 30, 2001, two significant stockholder groups beneficially owned
approximately 52% in the aggregate of the Company's outstanding Class B Common
Shares. Class A Common Shares are entitled to one vote per share, and Class B
Common Shares are entitled to ten votes per share. Accordingly, holders of Class
B Common Shares, as a group, will be able to significantly influence the outcome
of stockholder votes, including votes concerning the election of directors, the
adoption or amendment of provisions in the Company's Articles of Incorporation
or Code of Regulations, and the approval of mergers and other significant
corporate transactions, and their interests may not be aligned with your
interests. Two of the nine members of the Company's board of directors are
members of one of these stockholder groups. The existence of these levels of
ownership concentrated in a few persons makes it less likely that any other
shareholder will be able to affect the Company's management or strategic
direction. These factors may also have the effect of delaying or preventing a
change in the Company's management or voting control or its acquisition by a
third party.
THE LOSS OF KEY MEMBERS OF THE COMPANY'S SENIOR MANAGEMENT TEAM COULD ADVERSELY
AFFECT ITS BUSINESS.
The Company's success depends largely on the efforts and abilities of its
current senior management team. The experience and industry contacts of its
management team significantly benefit the Company. If the Company were to lose
the benefit of that experience and those contacts, the Company's business could
be adversely affected.
POLITICAL AND ECONOMIC CONDITIONS IN FOREIGN COUNTRIES IN WHICH THE COMPANY
OPERATES COULD ADVERSELY AFFECT THE COMPANY.
A portion of the Company's current operations are conducted and located abroad.
International revenue represented 17.1% of total revenue in fiscal 2001 and
19.5% of total revenue in fiscal 2000. Management expects that international
revenue will continue to represent a significant portion of the Company's total
revenue in the foreseeable future. The success of the Company's sales to, and
operations in, foreign markets depends on numerous factors, many of which are
beyond its control, including economic conditions in the foreign countries in
which the Company sells its products and services. Its international sales and
operations may also expose the Company to risks inherent in doing business
outside the United States, including currency fluctuations, restrictions on the
repatriation of profits and assets, compliance with foreign laws and standards
and political risks. In general, the Company does not execute hedge transactions
to reduce its exposure to foreign currency exchange rate risks. There can be no
assurance that any foreign government will not adopt regulations or take other
actions that would have a direct or indirect adverse impact on the Company's
business or market opportunities within any country. Furthermore, there can be
no assurance that the political, cultural and economic climate outside the
United States will be favorable to the Company's operations and growth strategy.
THE COMPANY'S BUSINESS COULD BE ADVERSELY AFFECTED IF MANAGEMENT IS UNSUCCESSFUL
IN NEGOTIATING NEW COLLECTIVE BARGAINING AGREEMENTS.
The Company is subject to a limited number of collective bargaining agreements.
At November 30, 2001, the Company had a total of approximately 12,231 full-time
employees and approximately 27,128 part-time employees. Approximately 2,700 of
its hourly plant employees are unionized, of which 100% are covered by eight
collective bargaining agreements. These agreements expire at various times over
the next four years. These agreements generally cover wages, health care
benefits and retirement plans, seniority, job classes and work rules. The
Company can give you no assurance that these collective
bargaining agreements will be renewed upon expiration or that new collective
bargaining agreements on terms acceptable to the Company will be established.
Failure to renew such agreements could adversely impact the Company's financial
condition and results of operations.
VARIOUS GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL RISKS APPLICABLE TO ITS
BUSINESS MAY REQUIRE THE COMPANY TO TAKE ACTIONS, WHICH WILL ADVERSELY AFFECT
ITS RESULTS OF OPERATIONS.
The Company's business is subject to numerous federal, state, provincial, local
and foreign laws and regulations, including regulations with respect to air
emissions, wastewater discharges and the generation, handling, storage,
transportation, treatment and disposal of waste materials. Although management
believes the Company is in substantial compliance with all applicable laws and
regulations, legal requirements are frequently changed and subject to
interpretation, and management is unable to predict the ultimate cost of
compliance with these requirements or their effect on the Company's operations.
The Company may be required to make significant expenditures to comply with
governmental laws and regulations. Management cannot be certain that existing
laws or regulations, as currently interpreted or reinterpreted in the future, or
future laws or regulations, will not have a material adverse effect on the
Company's results of operations and financial condition.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. These forward-looking
statements are subject to risks and uncertainties and include statements
regarding position, business strategy and other plans and objectives for future
operations and statements, which are not historical facts. Although the Company
believes that such statements are based on reasonable assumptions, these
forward-looking statements are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be materially
different from those projected. These factors, risks and uncertainties include,
among others, retail bankruptcies and consolidations, successful integration of
acquisitions, a weak retail environment, consumer acceptance of products as
priced and marketed, the impact of technology on core product sales and
competitive terms of sale offered to customers. Risks pertaining specifically to
the Company's electronic marketing business include the ability of
AmericanGreetings.com to attract strategic partners as investors, the viability
of online advertising as a revenue generator and the public's acceptance of
online greetings and other social expression products. These factors expressly
qualify all subsequent oral and written forward-looking statements attributable
to the Company or persons acting on our behalf. Except for its ongoing
obligations to disclose material information as required by the federal
securities laws, the Company does not have any intention or obligation to update
forward-looking statements after the distribution of this prospectus. Actual
results may differ materially from those suggested by the forward-looking
statements for various reasons, including those discussed under "Risk Factors"
in this prospectus.
RECENT DEVELOPMENTS
On December 18, 2001, the Company reported lower third-quarter earnings because
of special charges in the fiscal quarter ended November 30, 2001 compared to the
third quarter of the prior year. The lower earnings were principally related to
scan-based trading and business reorganization initiatives. However, earnings
did meet projections.
Net income in the quarter fell 79%, to $6.6 million, or 10 cents a share, from
$32 million, or 50 cents a share. The after-tax special charges in the quarter
totaled $34.3 million, or 54 cents a share.
For the quarter, sales declined nearly 8%, to $705.4 million from $766.1
million. Net sales were down due in part to unfavorable exchange rates and
reduced shipments from the Company's Plus Mark subsidiary, as well as continued
implementation impacts of the scan-based trading and brand elimination
initiatives. On the other hand, cost reductions related to the integration of
the Gibson Greetings and CPS Corp. acquisitions, along with continued process
improvements, were beginning to have a positive impact on net earnings.
On December 18, 2001, the Company also announced suspension of its dividend,
after paying quarterly dividends for 50 consecutive years. The Company suspended
the dividend, even though the Company is in compliance with its debt covenants,
because generating cash and reducing debt are primary objectives at the present
time. The Company previously paid a dividend of 10 cents a share.
INFORMATION ABOUT THE COMPANY
American Greetings Corporation is incorporated under the laws of the State of
Ohio, and its principal executive offices are located at One American Road,
Cleveland, Ohio 44144-2398, the Company's telephone number is (216) 252-7300.
The Company is a fully integrated company in the social expressions industry. It
has one of the largest design studios in the world, with over 300 artists
generating more than 30,000 new design concepts annually. The Company has a
digital library with over 100,000 active designs that consist of well-known
images such as Strawberry Shortcake, Holly Hobbie and the Care Bears. These
designs are manufactured in its state-of-the-art facilities located in North
America, the United Kingdom, Australia, New Zealand, Malaysia and South Africa.
The Company has developed an automated distribution system whereby it is able to
replenish retailers' shelves within days of initiating a re-order in order
amounts as small as two or three cards.
The social expression industry, which includes greeting cards, gift-wrap and
related accessories that are used to express feelings and celebrate special
occasions, is a more than $12 billion industry in the United States. The
industry is highly fragmented, with over 2,000 companies. The Company's
principal competitor is Hallmark Cards, Incorporated, which is privately held.
The major component of the social expression industry is greeting cards, which
is a $7 billion industry in the United States. Greeting cards are low-priced,
necessity-related purchases that are a strong source of cash flow and a vital
component of our retail partners' product mix. Over the last ten years, greeting
card dollar sales have grown at a compound annual growth rate of approximately
2.6%.
The Company sells to and services more than 100,000 retail stores worldwide, of
which more than 70,000 are located in the United States. It has the number one
position in the mass retail distribution channel in the United States (which
comprises mass merchandisers, chain drug stores and supermarkets), where the
Company has a market share in excess of 50%. The Company has strong
relationships with key retailers including Wal-Mart, Kmart, Target, Toys R Us,
Rite Aid, CVS, Consolidated Stores, Eckerd, Kroger, Albertsons, Winn-Dixie,
Royal Ahold and H.E.B. It has agreements with various retailers for the supply
of greeting cards and related products. Under those agreements, customers
typically grant the Company preferred supplier status and commit to minimum
sales volumes in consideration of allowances, discounts and other terms of sale.
In order to maximize sell-through for our retail partners, the Company has
approximately 21,800 part-time merchandisers in the field to ensure in-stock
position, superior merchandising and product freshness.
USE OF PROCEEDS
The Company is registering the Shares offered by this prospectus for the account
of the selling shareholder identified in the section of this prospectus
captioned Selling Shareholder. All the net proceeds from the sale of the Shares
will go to the selling shareholder offering and selling the Shares. The Company
will not receive any part of the proceeds from the sale of the Shares.
PRICE RANGE OF CLASS A COMMON SHARES
The Class A Common Shares are traded on the NYSE under the symbol "AM." Set
forth below are the high and low sales prices of the Class A Common Shares for
the periods indicated as reported on the NYSE Composite Tape.
HIGH LOW
FISCAL QUARTER ENDED AUGUST 31, 2001 14.25 10.36
FISCAL QUARTER ENDED MAY 31, 2001 14.38 9.95
FISCAL YEAR ENDED FEBRUARY 28, 2001
First Quarter 19 9/16 15 5/16
Second Quarter 24 1/16 16 7/8
Third Quarter 20.13 8. 94
Fourth Quarter 13.91 8. 19
FISCAL YEAR ENDED FEBRUARY 29, 2000
First Quarter 28 13/16 22 5/16
Second Quarter 32 3/8 27 3/16
Third Quarter 28 1/2 23 1/16
Fourth Quarter 25 11/16 17 1/4
FISCAL YEAR ENDED FEBRUARY 28, 1999
First Quarter 49 7/16 44 7/8
Second Quarter 53 3/4 36 5/8
Third Quarter 44 35
Fourth Quarter 44 5/16 22
On December 18, 2001, the last reported sales price of the Company's Class A
Common Shares on the NYSE was $13.41 per share. As of November 30, 2001, there
were approximately 6,198 shareholders of record of Class A Common Shares, and
there were 62,764,009 Class A Common Shares issued and outstanding.
SELLING SHAREHOLDER
James C. Spira, the selling shareholder, acquired the Shares from the Company in
a grant described in his employment agreement with the Company. As selling
shareholder, Mr. Spira will receive all the net proceeds from the sale of the
Shares offered by this prospectus.
Mr. Spira is the Company's President and Chief Operating Officer, a position he
has held since June 25, 2000. Mr. Spira was not employed by the Company (or by
any predecessor or affiliate of the Company) prior to such date, but he also
currently serves as a director of the Company, a position he has held since
1998.
The following table sets forth certain information regarding Mr. Spira's
beneficial ownership of the Company's Class A Common Shares as of November 30,
2001. The number of Class A Common Shares outstanding will not change as a
result of the offering, nor will the number of shares owned or percentage of
ownership of any person other than Mr. Spira change as a result of any sales
made pursuant to this
offering. The number of shares owned by Mr. Spira after the offering, as shown
in the following table, assumes that all the Shares offered hereby will be sold.
However, there can be no assurance that Mr. Spira will offer or sell any or all
of the Shares covered by this prospectus. Mr. Spira owns less than 0ne percent
of the outstanding Class A Common Shares, and he will own less than one percent
of such shares upon completion of the offering.
SHARES OWNED SHARES OWNED
NAME BEFORE OFFERING SHARES OFFERED AFTER OFFERING
James C. Spira 185,000 175,000 10,000
PLAN OF DISTRIBUTION
The Shares offered by this prospectus may be sold from time to time by the
selling shareholder. Such sales may be made on the New York Stock Exchange, in
the over-the-counter market, or otherwise at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The shares may be sold in one or more of the following
transactions:
(a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
(b) purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of the
exchange; and
(d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling shareholder may
arrange for other brokers or dealers to participate. Any broker or dealer to be
utilized by the selling shareholder will be selected by him. Brokers or dealers
will receive commissions or discounts from the selling shareholder in amounts to
be negotiated immediately prior to the sale.
These brokers or dealers and any other participating brokers or dealers, as well
as certain pledgees, donees, transferees and other successors in interest, may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933 in connection with the sales. In addition, any securities
covered by this prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this
prospectus.
Upon being notified by the selling shareholder that any material arrangement has
been entered into with a broker-dealer for the sale of the Shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, the Company will file a supplemental
prospectus, if required, pursuant to Rule 424(c) under the Securities Act of
1933, disclosing: (i) the name of the selling shareholder and the participating
broker-dealer(s), (ii) the number of Shares involved, (iii) the price at which
the Shares were sold, (iv) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction.
The selling shareholder reserves the sole right to accept and, together with any
agent of the selling shareholder, to reject in whole or in part any proposed
purchase of the Shares. The selling shareholder will pay any sales commissions
or other seller's compensation applicable to such transactions.
To the extent required, the number of Shares to be sold, purchase prices, public
offering prices, the names of any agents, dealers or underwriters, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in a prospectus supplement accompanying this prospectus or, if
appropriate, a post-effective amendment to the registration statement. The
selling shareholder and agents who execute orders on his behalf may be deemed to
be underwriters as that term is defined in Section 2(11) of the Securities Act
of 1933 and a portion of any proceeds of sales and discounts, commissions or
other seller's compensation may be deemed to be underwriting compensation for
purposes of the Securities Act of 1933.
Offers and sales of Shares have not been registered or qualified under the laws
of any country, other than the United States. To comply with certain states'
securities laws, if applicable, the Shares will be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states, the Shares may not be offered or sold unless they
have been registered or qualified for sale in such states or an exemption from
registration or qualification is available and is complied with.
Under applicable rules and regulations under the Securities and Exchange Act of
1934, any person engaged in a distribution of the Company's Class A Common
Shares may not simultaneously engage in market-making activities with respect to
such shares for a period of two to nine business days prior to the commencement
of such distribution. In addition to and without limiting the foregoing, the
selling shareholder and any other person participating in a distribution will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of any of the Company's
Class A Common Shares by the selling shareholder or any such other person. All
the foregoing may affect the marketability of the Class A Common Shares and the
brokers' and dealers' ability to engage in market-making activities with respect
to such shares.
The Company will pay substantially all of the expenses incident to the
registration of the Shares offered hereby, estimated to be approximately $5,000.
DESCRIPTION OF CAPITAL STOCK
The Company, an Ohio corporation, has authorized capital stock consisting of
203,432,968 common shares, classified as 187,600,000 Class A Common Shares, par
value $1.00 per share, and 15,832,968 Class B common shares, par value $1.00 per
share. As of November 30, 2001, 62,764,009 Class A Common Shares were issued and
outstanding and held by approximately 6,198 holders of record and individual
participants in security position listings. These shares are currently listed on
the New York Stock Exchange under the ticker symbol "AM." Each Class A Common
Share is entitled to one vote on all matters presented to shareholders. Holders
of Class A Common Shares have no pre-emptive rights to purchase or have offered
to them for purchase any stock of any class of the Company, and the Class A
Common Shares are neither redeemable nor convertible into any other securities.
At November 30, 2001, 4,623,751 Class B Common Shares were issued and
outstanding and held by 189 holders of record and individual participants in
security positions listings. There is no public trading market for the Class B
Common Shares, which are held by members of the founder's extended family,
officers and directors of the Company and their extended family members, family
trusts, institutional investors and certain other persons. Each Class B Common
Share is entitled to ten votes on all matters presented to shareholders and is
convertible at the option of the holder to one Class A Common Share; provided,
however, that the holder must first tender the share to the Company pursuant to
its right to repurchase the share at the then-market value for the Class A
Common Shares. Class B Common Shares may only be transferred by the holder to
the company or certain permitted transferees, a group which generally includes
members of the holder's extended family, family trusts and certain charities.
Certain Class B Common Shares are subject to a Shareholders' Agreement, dated
November 19, 1984, which provides that shareholders who are parties thereto will
offer Class B Common Shares to the other signatory shareholders and then to the
Company before transferring Class B Common Shares outside of a group consisting
of certain family members, family trusts, charities and the Company. The
Shareholders' Agreement terminates on December 31, 2014, unless extended.
Subject to the restrictions below, the Company may issue or transfer Class B
Common Shares to any person, including pursuant to its employee and dividend
reinvestment plans. The Company may not issue additional Class B Common Shares,
unless at the same time it also issues Class A Common Shares in an amount
sufficient to prevent any reduction in the then existing relative voting power
of the holders of Class A Common Shares and reserves a sufficient number of
additional authorized but unissued Class A Common Shares for issuance on
conversion of the newly issued Class B Common Shares. This limitation does not
apply to issuances of Class B Common Shares held in treasury. Each holder of
Class B Common Shares has a pre-emptive right to purchase any Class B Common
Shares (other than treasury shares) offered by the company for cash, in
proportion to his respective holdings of all Class B Common Shares.
Any proposal to amend the Company's Articles of Incorporation to increase the
authorized number of Class A Common Shares or Class B Common Shares requires the
approval of at least two-thirds of the then outstanding shares of each class,
voting separately as a class.
Generally, in all other respects Class A Common Shares and Class B Common Shares
are identical and have similar rights, privileges, qualifications, limitations
and restrictions. Management may not declare a share dividend, split or
combination with respect to either class of its capital stock, unless a
corresponding action is taken with respect to the other class. Holders of each
class are entitled to receive ratably such dividends as may be declared by the
Company's board of directors out of funds legally available therefor. Upon
liquidation, dissolution or winding up of the Company, a holder of shares of
either class of its capital stock is entitled to share ratably in the entire net
assets of the Company, after payment in full of all liabilities of the Company.
All outstanding shares are fully paid and nonassessable.
The Ohio Control Share Acquisition Act and the Ohio Merger Moratorium Act, which
are applicable to the Company as an Ohio corporation, may have the effect of
delaying, deferring or preventing any takeover attempt or change in control.
The board of directors is classified into three classes consisting of not less
than three directors each, with one class being elected each year. These
provisions regarding directors may be amended only by holders entitled to vote
at least two-thirds of the voting power of the Company on such matter. Under
certain circumstances, including adequate notice to the Company in advance of a
shareholders' meeting to vote for the election of directors, a holder of either
class of the Company's capital stock may cause cumulative voting in such
election of directors to be invoked. These provisions may also have the effect
of delaying, deferring or preventing a takeover attempt or change in control.
LEGAL MATTERS
The legality of the notes has been passed on for the Company by Brouse McDowell,
Akron, Ohio.
EXPERTS
The consolidated financial statements and schedule of American Greetings
Corporation, appearing in American Greetings Corporation's Annual Report (Form
10-K) for the fiscal year ended February 28, 2001, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon, included
therein and incorporated herein by reference. Such consolidated financial
statements and schedule are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
American Greetings Corporation is subject to the informational requirements of
the Securities Exchange Act of 1934, and, accordingly, files reports, proxy
statements and other information with the Commission. You may read and copy any
document the company has filed at the Commission's public reference room at
Judiciary Plaza Building, 450 Fifth Street, N.W., Washington, D.C. 20549. You
should call 1-800-SEC-0330 for more information on the public reference room.
The Commission maintains an Internet site that contains reports, proxy and
information statements and other information about issuers that file
electronically with the Commission. The address of the Commission's Internet
site is http://www.sec.gov. This prospectus is part of a registration statement
that the company filed with the Commission. The registration statement contains
more information than this prospectus regarding the company and its capital
stock, including certain exhibits and schedules. You can obtain a copy of the
registration statement from the Commission at the address listed above or from
the Commission's Internet site.
THE FOLLOWING ITEMS REFERRED TO IN THIS PROSPECTUS ARE TRADEMARKS WHICH ARE
FEDERALLY REGISTERED, OR FOR WHICH APPLICATIONS FOR REGISTRATION ARE PENDING, IN
THE UNITED STATES PURSUANT TO APPLICABLE INTELLECTUAL PROPERTY LAWS AND ARE THE
PROPERTY OF THE COMPANY OR ITS SUBSIDIARIES: STRAWBERRY SHORTCAKE, HOLLY HOBBIE
AND THE CARE BEARS.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required in Part I of the Registration
Statement have been delivered to James C. Spira, the only participant in the
arrangement under which the shares that are the subject of this registration
statement were granted, 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 Greeting 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
quarters ended May 31, 2001 and August 31, 2001, its Form 8-K
dated April 3, 2001 and the related Form 8-K/A filed with the
Commission on June 1, 2001, its Form 8-K dated September 27,
2001 and the related Form 8-K/A filed with the Commission on
November 21, 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
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
II-2
(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.
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.
II-3
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 21 day of
December, 2001.
AMERICAN GREETINGS CORPORATION
By: /s/ Jon Groetzinger, Jr.
------------------------------
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 December 21, 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 accounting officer)
William S. Meyer
/s/ Scott S. Cowen Director
----------------------------
Scott S. Cowen
/s/ Stephen R. Hardis Director
----------------------------
Stephen R. Hardis
//s/ Jack Kahl Director
----------------------------
Jack Kahl
/s/ Harriet Mouchly-Weiss Director
----------------------------
Harriet Mouchly-Weiss
//s/ Charles A. Ratner Director
----------------------------
Charles A. Ratner
/s/ Harry H. Stone Director
--------------------
Harry H. Stone
/s/ Jerry Sue Thornton Director
------------------------
Jerry Sue Thornton
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 of the
Registrant
This Exhibit 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.
5 Opinion of Brouse McDowell, A Legal Professional Association,
regarding the validity of the securities being registered
10(a) Employment Agreement dated as of September 25, 2001 between
James C. Spira and American Greetings Corporation
10(b) Restricted Share Agreement dated as of September 5, 2001
between James C. Spira and American Greetings Corporation
23(a) Consent of Brouse McDowell, A Legal Professional Association
(included in Exhibit 5)
23(b) Consent of Ernst & Young LLP
24 Power of Attorney
E-1