<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 1995
REGISTRATION NO. 33-
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMERICAN GREETINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-0065325
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ONE AMERICAN ROAD, CLEVELAND, OHIO 44144
(216) 252-7300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
JON GROETZINGER, JR., ESQ., SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
AMERICAN GREETINGS CORPORATION, ONE AMERICAN ROAD,
CLEVELAND, OHIO
(216) 252-7300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
Stanley E. Everett, Esq., Brouse & McDowell
500 First National Tower, Akron, Ohio 44308
(216) 535-5711
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [___]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
[Cover page continued on following page]
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________________________________
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
_____________________________________________________________________________________________________
Class A Common 91,454 $26.75 $2,446,394.50 $843.58
Shares (par
value $1 per
share)
<FN>
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of the
average of the high and low prices for the Class A Common Shares of American
Greetings Corporation on January 6, 1995, as reported on the NASDAQ National
Market System.
</TABLE>
__________________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 3
PROSPECTUS
91,454 SHARES
AMERICAN GREETINGS CORPORATION
CLASS A COMMON SHARES
(PAR VALUE $1 PER SHARE)
This Prospectus relates to 91,454 shares of the Class A Common Shares,
par value $1 per share (the "Shares") of American Greetings Corporation (the
"Company"). The Shares were acquired from the Company without registration by
the persons named in this Prospectus under the caption "Selling Shareholders,"
in connection with an acquisition of Custom Expressions, Inc., a California
corporation, by the Company. During the period in which the registration
statement, of which this Prospectus is a part (the "Registration Statement"),
is effective, the Selling Shareholders may offer the Shares for sale, from time
to time, in the over-the-counter market through the NASDAQ National Market
System at market prices prevailing thereon at the time of sale, in private
sales at negotiated prices, or otherwise by means of this Prospectus.
The Company will not receive any proceeds from the sale of the Shares.
The expense of preparing and filing the Registration Statement will be paid by
the Company, but the Company will not pay any brokerage commission or other
sales expenses. The Selling Shareholders and/or purchasers of the Shares may
be required to pay customary brokerage commissions in connection with effecting
any purchase or sale of the Shares. There is no arrangement with any
underwriter, broker or dealer relating to the sale of the Shares, and no
payment of any underwriting commissions or discounts in connection with any
sales of the Shares is expected, other than customary brokerage commissions
(see "Plan of Distribution"). Any Selling Shareholders and any broker or
dealer effecting sales on his behalf may be deemed an "underwriter" within the
meaning of the Securities Act of 1933, as amended.
The Class A Common Shares are traded in the over-the-counter market
through the NASDAQ National Market System under the symbol "AGREA." On January
6, 1995, the last sale price of the Class A Common Shares reported on the
NASDAQ National Market System was $26.75 per share.
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________
THE DATE OF THIS PROSPECTUS IS JANUARY 10, 1995.
<PAGE> 4
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Available Information 2
Incorporation of Certain Documents by Reference 3
The Company 4
Use of Proceeds 5
Selling Shareholders 5
Plan of Distribution 8
Description of Capital Stock 9
Legal Matters 10
Experts 11
</TABLE>
-------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such other information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to sell
or the solicitation of an offer to buy any securities other than the securities
to which it relates or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company may be inspected at the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the regional offices of the Commission located at 75 Park
Place, 14th Floor, New York, New York 10007 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials may be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
This Prospectus constitutes a part of the Registration Statement filed
on Form S-3 by the Company with the Commission under the Securities Act of
1933, as amended. This Prospectus omits certain of the information contained
in the Registration Statement, and reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company. Any statements contained herein concerning the provisions of any
document are not necessarily complete and,
[INSIDE FRONT COVER PAGE CONTINUED ON THE FOLLOWING PAGE]
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<PAGE> 5
in each instance, reference is made to the copy of each document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission by the Company are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for its fiscal
year ended February 28, 1994;
(2) The Company's Quarterly Report on Form 10-Q for its
fiscal quarters ended May 31, 1994, and August 31, 1994;
(3) Notice of the Company's 1994 Annual Meeting of
Shareholders and Proxy Statement dated May 13, 1994;
(4) Description of the Class A Common Shares contained in
the Company's registration statement filed with the Securities and Exchange
Commission pursuant to Section 12 of the Exchange Act, including any amendments
or reports filed for the purpose of updating such description.
Each document filed by the Company 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 of the Shares
shall be deemed to be incorporated herein by reference and shall be a part
hereof from the date of its filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein 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 Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request, a copy of any or all of the documents that are incorporated
herein by reference, except for the exhibits to such documents which are not
specifically incorporated herein by reference. Any request should be directed
to Jon Groetzinger, Jr., Secretary, American Greetings Corporation, One
American Road, Cleveland, Ohio 44144; telephone (216) 252-7300.
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<PAGE> 6
THE COMPANY
The Company, through its divisions and subsidiaries, is primarily
engaged in the design, manufacture and sale of everyday and seasonal greeting
cards and other personal communications products (gift wrappings, paper party
goods, stationery, picture frames, giftware items, candles, hair accessory
items and similar products). The Company's products are distributed primarily
through a global network of approximately 100,000 retail outlets in over 50
countries. Sales to the Company's five largest customers accounted for
approximately 21.2% of net sales in its most recently completed fiscal year.
During 1994, the Company's major channels of distribution, in order of
importance, were drug stores, mass merchandisers, supermarkets, stationery and
gift shops, variety stores, military post exchanges, combo stores, and
department stores.
The greeting card and gift wrap industry is intensely competitive.
Competitive factors in all of the Company's business segments include quality,
design, customer service and terms, which may include payments and other
concessions to retail customers under long-term agreements. The Company
estimates there are 500 companies in the industry. The greeting card industry
is generally mature and growing at a moderate rate of one to two percent in
units per year. Although there have been year-to-year fluctuations, on average
the Company has grown at or above the growth rate of the industry. The Company
is well positioned in each retail channel of distribution that sells its
products, particularly in the growing mass retail channels. The Company's
principal competitors are Hallmark Cards, Incorporated and Gibson Greetings,
Inc. Based upon its general familiarity with the greeting and gift wrap
industry and limited information as to its competitors, the Company believes
that it is the second largest company and the largest publicly owned company in
the industry.
Production of the Company's products is on a level basis throughout the
year. However, substantial shipments and earnings are concentrated in the
second half of its fiscal year. Everyday inventories remain relatively
constant throughout the year, while seasonal inventories peak in advance of
each major holiday season. Also characteristic of the business, accounts
receivable for seasonal merchandise are carried for relatively long periods.
The Company and many of its competitors sell seasonal counter greeting cards on
a return basis and returns generally occur immediately following the holiday.
The Company is incorporated under the laws of the State of Ohio and has
its principal executives offices at One American Road, Cleveland, Ohio 44144;
telephone (216) 252-7300.
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<PAGE> 7
USE OF PROCEEDS
The Company will not receive any proceeds from sale of the Shares.
SELLING SHAREHOLDERS
The Shares are being offered by the persons listed below (the "Selling
Shareholders") in the amounts shown*:
<TABLE>
<CAPTION>
Shareholder Number of Shares Number of Shares
- ----------- Offered Retained
---------------- ----------------
<S> <C> <C>
Martha S. Allen 5,494 20,756
1840 Tanglebriar Court
Matthews, NC 28105-7859
Scott K. Allred 134 506
3225 Sabrina Court
Las Vegas, NV 89117-0266
Robert B. Chandler & Florence Chandler 10,060 29,496
TTEES FBO Chandler Family Trust,
U/A Dated 01-07-77
142 E. Sierra Madre
Sierra Madre, CA 91024-2542
Leonard Davidson 12,906 47,744
2444 Tour Edition Drive
Henderson, NV 89014-8300
Steven C. DeLuca 170 644
118 20th Street, Apt. "A"
Huntington Beach, CA 92648-3939
Sue & Al Dorskind 1982 Trust aka - 852 3,224
Albert A. Dorskind & Suzanne Dorskind TTEE
Dorskind 1982 TR DTD 7-14-82
807 North Roxbury Drive
Beverly Hills, CA 90210-3017
E. Gray Glass III 852 3,218
11400 Ivy Home Place
Richmond, VA 23233-1757
<FN>
__________________________________
*These amounts reflect adjustments from the number of Shares originally
issued to the Selling Shareholders for (i) the 2-for-1 stock split of the
Shares effected in the form of a 100% share dividend on September 10,
1993, and (ii) cash payments to certain of the Selling Shareholders at the
time of the Merger (defined below) reflecting the value of fractional shares.
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C> <C>
Angela S. Harrison 5,494 20,756
5 Woodland Road
Salisbury, NC 28144-6914
Sidney A. King & Marcia King 1980 6,706 25,330
Revocable Trust
800 West First Street, Suite 1303
Los Angeles, CA 90012-2624
Craig F. Knight 1,278 4,830
444 Russell Avenue
Wyckoff, NJ 07481-1237
Steven Madsen 426 1,026
45 Burns Street
Forest Hills, NY 11375-5226
Mark Matheson 170 644
2455 Shields Street
La Crescenta, CA 91214-1544
Charles B. Newsome 2,176 4,022
Post Office Box 1243
Salisbury, NC 28145-1243
Pegge C. Newsome 4,354 20,646
3910 Mooresville Road
Salisbury, NC 28147-7645
Beth Remenap 482 1,824
117 Eastern Road
Putnam Valley, NY 10579-2216
David L. Rosen and Bette M. Rosen 852 3,237
Tr of the David L. Rosen &
Bette M. Rosen Family Trust
UA MAR 11 92
800 West First Street, Suite 1503
Los Angeles, CA 90012-2423
Herman Matthew Russell, Jr. 12,630 -0-
as Trustee of the Matt Russell
trust dated January 27, 1994
32 Princeville Lane
Las Vegas, NV 89113-1345
Michael S. Russell 402 218
5111 Orchard Spring Court
Las Vegas, NV 89118-1191
D. Kenan Smith 5,494 20,756
409 Willow Road
Salisbury, NC 28147-7749
</TABLE>
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<PAGE> 9
<TABLE>
<S> <C> <C>
E. Hayes Smith 5,494 20,756
202 White Oaks Drive
Salisbury, NC 28147-5606
Miles J. Smith, Jr. 9,534 36,010
Trust 56-6368209
115 South Ellis
Salisbury, NC 28144-4813
Miles J. Smith, III 5,494 20,756
219 Cedarwood Drive
Salisbury, NC 28147-9111
</TABLE>
The Selling Shareholders acquired the Shares listed above upon the
merger (the "Merger") of Custom Expressions, Inc., a California corporation
("CEI"), into Custom Holdings, Inc., a Delaware corporation which is a
wholly-owned subsidiary of the Company ("CHI"), pursuant to the terms of the
Agreement and Plan of Merger, dated as of July 16, 1992, among CEI, CHI and the
Company (the "Merger Agreement"). The Selling Shareholders comprised all of
the shareholders of CEI at the effective time of the Merger, and also comprise
all of the shareholders of Custom Expressions Royalty, Inc. ("CERI"). CERI, a
Delaware corporation, is a party to certain patent licensing and related
agreements with the Company. Upon consummation of the Merger, CERI was
capitalized by the Selling Shareholders in part with certain shares (other than
the Shares) received by the Selling Shareholders in connection with the Merger.
At the time of the Merger, the Selling Shareholders pledged the Shares to the
Company pursuant to a Stock Pledge Agreement dated as of July 24, 1992, and a
Non-Release Limited Guaranty and Pledge Agreement dated as of July 24, 1992.
The Shares are now being registered for resale pursuant to the terms of
the Registration Rights Agreement, dated as of July 24, 1992, between the
Company and the Selling Shareholders (the "Registration Rights Agreement").
Pursuant to the terms of the Registration Rights Agreement, the Company agreed
to, among other matters, (i) pay the expenses of the registration of the
Shares, other than underwriting discounts, commissions, fees or transfer taxes,
if any, the fees and disbursements of the Selling Shareholders' counsel and the
costs of obtaining any insurance required by the underwriters, if any, relating
to the sale or disposition of a Selling Shareholder's Shares pursuant to a
registration statement, (ii) indemnify the Selling Shareholders from certain
liabilities, including liability under the Securities Act of 1933, as amended
(the "Securities Act"), and (iii) use its best efforts to keep the Registration
Statement effective for a period of two years from the date on which the
Registration Statement is initially declared effective. Pursuant to the terms
of the Registration Rights Agreement and an Irrevocable Proxy dated July 24,
1992, delivered by the Selling Shareholders to the Company, the Selling
Shareholders are subject to certain restrictive covenants relating to their
Shares (including certain
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<PAGE> 10
covenants relating to voting rights), which covenants shall terminate upon the
sale of the Shares pursuant to this Registration Statement or under certain
other circumstances.
The Shares represent less than 1% of the total Class A Common Shares
outstanding. If all of the Shares are sold by the Selling Shareholders, the
Selling Shareholders shall still retain the numbers of Class A Common Shares
(other than the Shares) set forth above in the immediately preceding table.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that they may, from
time to time, offer for sale some or all of the Shares. During the period in
which the Registration Statement is effective, the Shares may be offered for
sale through the NASDAQ National Market System at market prices prevailing
thereon at the time of sale, in private sales at negotiated prices, or
otherwise by means of this Prospectus. The Selling Shareholders and/or the
purchasers of the Shares may be required to pay customary brokerage commissions
in connection with effecting any purchase and sale of the Shares. There is no
arrangement with any underwriter, broker or dealer relating to the sale of the
Shares, and no payment of any underwriting commissions or discounts in
connection with any sales of the Shares is expected, other than customary
brokerage commissions. In the event the Selling Shareholders hereafter should
enter into any arrangement with any underwriter, broker or dealer for the sale
of the Shares, any such person and the terms of any such arrangement will be
disclosed in a supplement to this Prospectus. Any Selling Shareholders and any
broker or dealer effecting sales on his behalf may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended. No
Shares may be offered or sold in any state or jurisdiction where the offer and
sale of the Shares may not lawfully be made.
The Company has agreed to take no action to cause the Registration
Statement to which this Prospectus relates to become ineffective for a period
of two years following the date on which the Registration Statement is declared
effective, or such shorter period that will terminate when all of the Shares
covered by the Registration Statement have been sold. The Company is obligated
to supplement or amend the Registration Statement as and when required by
applicable rules and regulations for shelf registrations, and the Company has
agreed not to deregister the Shares by post-effective amendment within the two
year period referred to above unless required to do so. Once the Registration
Statement is no longer effective, the Selling Shareholders will no longer be
able to sell the Shares pursuant to this Prospectus or the Registration
Statement.
-8-
<PAGE> 11
DESCRIPTION OF CAPITAL STOCK
The following summary does not purport to be complete and is qualified
in all respects by reference to applicable provisions of the Ohio General
Corporation Law and the Company's Amended Articles of Incorporation and
Regulations, which are incorporated by reference to the Registration Statement.
The Company's authorized capital stock consists of 101,716,484 common
shares, classified as 93,800,000 Class A Common Shares, par value $1 per share,
and 7,916,484 Class B Common Shares, par value $1 per share. The Company has
had a dual-class capital structure since 1955.
At December 16, 1994, 69,924,911 Class A Common Shares were outstanding
and held by approximately 6,295 holders of record and individual participants
in security position listings. These shares are traded in the over-the-counter
market and are reported on the NASDAQ National Market System under the symbol
AGREA. Each Class A Common Share is entitled to one vote on all matters
presented to shareholders. Holders of Class A Common Shares have no preemptive
rights to purchase or have offered to them for purchase any stock of any class
of the Company, and the shares are neither redeemable nor convertible into any
other securities.
At December 16, 1994, 4,635,545 Class B Common Shares were outstanding
and held by approximately 283 holders of record and individual participants in
security position listings. There is no public trading market for these
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 by 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 market value for the Class A Common Shares. Class
B Common Shares may be transferred by the holder only to the Company or certain
permitted transferees, a group which generally includes members of the holder's
extended family, family trusts and certain charities. 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 compared to the
holders of the Class B Common Shares and reserves a sufficient number of
additional, authorized but unissued Class A Common Shares for issuance on
conversion of such Class B Common Shares. This limitation does not apply to
re-issuances of Class B Common Shares held in treasury. Each holder of Class B
Common Shares has a preemptive right to purchase any Class B Common Shares
(other than treasury shares) offered by
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<PAGE> 12
the Company for cash, in proportion to his respective holdings of all Class B
Common Shares.
Any proposal to amend the Company's Amended Articles of Incorporation to
increase the authorized number of Class A 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 and Class B Common Shares are
identical and have similar rights, privileges, qualifications, limitations and
restrictions. The Company 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, and all Shares offered hereby when issued
will be, 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.
The provisions of the Company's Regulations 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.
Society National Bank, Cleveland, Ohio, is the transfer agent and
registrar of the Company's capital stock.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Brouse & McDowell, 500 First National Tower, Akron, Ohio 44308-1471,
(216) 535-5711.
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<PAGE> 13
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for its fiscal year ended February 28,
1994, 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 are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered (other than any underwriting discounts and
commissions) are:
<TABLE>
<S> <C>
Registration Fee $ 843.58
Legal Fees and Expenses 500.00*
Accounting Fees and Expenses 1,000.00*
Miscellaneous (transfer agent) 100.00
----------
Total $ 2,443.58*
==========
<FN>
- ------------------------------
* Estimated pursuant to Instruction to Item 511 of Regulation
S-K. All expenses of registration will be paid by the Company.
</TABLE>
ITEM 15. 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 Regulations of
the Company provides for indemnification in terms consistent with the statutory
authority, and the Company maintains insurance covering certain liabilities of
the directors and the elected and appointed officers of the Company and its
subsidiaries, including liabilities under the Securities Act of 1933.
The Selling Shareholders have agreed to indemnify and hold the Company
harmless, under certain conditions set forth in the Registration Rights
Agreement, Exhibit 28(a) to this Registration Statement, from and against
certain liabilities under the Securities Act of 1933.
ITEM 16. EXHIBITS.
4(a) Amended Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(a) of its
Registration Statement No. 33-50255 on Form S-3,
filed with the Commission on September 15, 1993).
II-1
<PAGE> 15
4(b) Regulations of the Registrant (incorporated by
reference to Exhibit 4(b) of its Registration
Statement No. 33-39726 on Form S-3, filed with the
Commission on May 6, 1991).
4(c) Form of certificate of Class A Common Shares of the
Registrant (incorporated by reference to Exhibit 4(c)
of its Registration Statement No. 33-39726 on Form
S-3, filed with the Commission on May 6, 1991).
5 Opinion of Brouse & McDowell.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Brouse & McDowell (included in Exhibit 5).
24 Power of Attorney.
99(a) Registration Rights Agreement (incorporated by
reference to Exhibit 28(a) of Registrant's
Registration Statement No. 33-52196 on Form S-3,
filed with the Commission on September 27, 1992).
99(b) Agreement and Plan of Merger (incorporated by
reference to Exhibit 28(b) of Registrant's
Registration Statement No. 33-52196 on Form S-3,
filed with the Commission on September 27, 1992).
ITEM 17. UNDERTAKINGS.
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;
(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;
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<PAGE> 16
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
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 Act 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 of the registrant 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 Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 17
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-3 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, on the 9th day of
January, 1995.
American Greetings Corporation
By: /s/ Jon Groetzinger, Jr.
----------------------------------
Jon Groetzinger, Jr., Esq.
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 28th day of December, 1994, by
the following persons (including a majority of the Board of Directors of the
registrant) in the capacities indicated.
Signature Title
--------- -----
* FOUNDER-CHAIRMAN
- ------------------------------ CHAIRMAN OF THE EXECUTIVE
Irving I. Stone COMMITTEE; DIRECTOR
* CHAIRMAN; CHIEF EXECUTIVE
- ------------------------------ OFFICER; DIRECTOR
Morry Weiss (principal executive officer)
* PRESIDENT-CHIEF OPERATING
- ------------------------------ OFFICER; DIRECTOR
Edward Fruchtenbaum
*
- ------------------------------
Scott S. Cowen DIRECTOR
*
- ------------------------------
Herbert H. Jacobs DIRECTOR
*
- ------------------------------
Albert B. Ratner DIRECTOR
II-4
<PAGE> 18
*
- --------------------------------
Harry H. Stone DIRECTOR
*
- --------------------------------
Jeanette S. Wagner DIRECTOR
*
- --------------------------------
Milton A. Wolf DIRECTOR
*
- --------------------------------
Abraham Zaleznik DIRECTOR
*
- --------------------------------
Henry Lowenthal SENIOR VICE PRESIDENT;
CHIEF FINANCIAL OFFICER
(principal financial officer)
*
- --------------------------------
William S. Meyer CONTROLLER; CHIEF
ACCOUNTING OFFICER
(principal accounting officer)
THE UNDERSIGNED, BY SIGNING HIS NAME HERETO, DOES SIGN AND EXECUTE THIS
REGISTRATION STATEMENT ON BEHALF OF EACH OF THE OFFICERS AND DIRECTORS OF
AMERICAN GREETINGS CORPORATION INDICATED BY AN "*" ABOVE, PURSUANT TO POWERS OF
ATTORNEY EXECUTED BY EACH SUCH OFFICER OR DIRECTOR AND FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AS EXHIBIT 24 TO THIS REGISTRATION
STATEMENT.
/s/ Jon Groetzinger, Jr.
- ---------------------------
Jon Groetzinger, Jr., Esq. January 9, 1995
Attorney-in-fact
II-5
<PAGE> 19
EXHIBIT INDEX
Sequential
Exhibit No. Page No.
- ----------- ----------
4(a) Amended Articles of Incorporation
of the Registrant (incorporated
by reference to Exhibit 4(a) of
the Company's Registration Statement
No. 33-50255 on Form S-3, filed with
the Commission on September 15, 1993).
4(b) Regulations of the Registrant
(incorporated by reference to Exhibit
4(b) of the Company's Registration
Statement No. 33-39726 on Form S-3,
filed with the Commission on May 6, 1991).
4(c) Form of certificate of Class A
Common Shares of the Registrant (incorporated
by reference to Exhibit 4(c) of the Company's
Registration Statement No. 33-39726 on Form S-3,
filed with the Commission on May 6, 1991).
5 Opinion of Brouse & McDowell.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Brouse & McDowell
(included in Exhibit 5).
24 Power of Attorney.
99(a) Registration Rights Agreement (incorporated by
reference to Exhibit 28(a) of Registrant's
Registration Statement No. 33-52196 on Form S-3,
filed with the Commission on September 27, 1992).
99(b) Agreement and Plan of Merger (incorporated by
reference to Exhibit 28(b) of Registrant's
Registration Statement No. 33-52196 on Form S-3,
filed with the Commission on September 27, 1992).
<PAGE> 1
EXHIBIT 5
---------
[Letterhead of Brouse & McDowell]
January 11, 1995
American Greetings Corporation
One American Road
Cleveland, Ohio 44144
Re: Secondary Shelf Registration on Form S-3 of 91,454
Class A Common Shares of American Greetings Corporation
Gentlemen:
We are acting as counsel to you in connection with the registration for
public offering and sale of 91,454 shares of your Class A Common Shares, par
value $1 per share (the "Shares"), by certain selling shareholders pursuant to
registration rights granted to them by the Company. The Shares were acquired
from the Company by the shareholders in transactions exempt from registration
under the Securities Act of 1933.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Shares to be offered and sold in the secondary offering are
duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-3 filed by the Company to effect registration
of the Shares and to the reference to this firm under the caption "Legal
Matters" in the prospectus comprising a part of the Registration Statement.
Very truly yours,
/s/ Brouse & McDowell
Brouse & McDowell
<PAGE> 1
EXHIBIT 23(a)
-------------
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of American Greetings
Corporation for the registration of 91,454 shares of its common stock and to
the incorporation by reference therein of our report dated March 31, 1994, with
respect to the consolidated financial statements and schedules of American
Greetings Corporation included in its Annual Report on Form 10-K for the year
ended February 28, 1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
January 6, 1995
<PAGE> 1
EXHIBIT 23(b)
-------------
Consent of Brouse & McDowell
(Included in Exhibit 5)
<PAGE> 1
EXHIBIT 24
----------
AMERICAN GREETINGS CORPORATION
REGISTRATION STATEMENT ON FORM S-3
POWER OF ATTORNEY
American Greetings Corporation, (the "Company") hereby constitutes and
appoints Henry Lowenthal, Jon Groetzinger, Jr., James K. Roosa and Stanley E.
Everett, and each of them, with full power of substitution and resubstitution,
as attorneys or attorney of the undersigned, to execute and file under the
Securities Act of 1933 a Registration Statement on Form S-3 relating to the
registration of 91,454 of the Company's Class A Common Shares and any and all
amendments and exhibits thereto, including post-effective amendments, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission, pertaining to such registration, with full power and
authority to do and perform any and all acts and things whatsoever necessary,
appropriate or desirable to be done in the premises, or in the name, place and
stead of the said directors and officers, hereby ratifying and approving the
acts of said attorneys and any of them and any such substitute.
Executed at Cleveland, Ohio, this 28th day of December, 1994.
AMERICAN GREETINGS CORPORATION
By: /s/ Morry Weiss
----------------------------------
Morry Weiss
Chairman & Chief Executive Officer
Attest: /s/ Jon Groetzinger, Jr.
------------------------------
Jon Groetzinger, Jr.
Secretary
<PAGE> 2
AMERICAN GREETINGS CORPORATION
REGISTRATION STATEMENT ON FORM S-3
POWER OF ATTORNEY
The undersigned officers and directors of American Greetings Corporation
(the "Company") hereby constitute and appoint Henry Lowenthal, Jon Groetzinger,
Jr., James K. Roosa, and Stanley E. Everett, and each of them, with full power
of substitution and resubstitution, as attorneys or attorney of the
undersigned, to execute and file under the Securities Act of 1933 a
Registration Statement on Form S-3 relating to the registration of 91,454 of
the Company's Class A Common Shares and any and all amendments and exhibits
thereto, including post-effective amendments, and any and all applications or
other documents to be filed with the Securities and Exchange Commission
pertaining to such registration, with full power and authority to do and
perform any and all acts and things whatsoever necessary, appropriate or
desirable to be done in the premises, or in the name, place and stead of the
said directors and officers, hereby ratifying and approving the acts of said
attorneys and any of them and any such substitute.
Executed at Cleveland, Ohio, this 28th day of December, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Irving I. Stone Founder-Chairman; December
- ------------------------- Chairman of the 16, 1994
Irving I. Stone Executive Committee;
Director
/s/ Morry Weiss Chairman and Chief Executive December
- ------------------------- Officer; Director 28, 1994
Morry Weiss
/s/ Edward Fruchtenbaum President - Chief Operating December
- ------------------------- Officer; Director 28, 1994
Edward Fruchtenbaum
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Scott S. Cowen Director December
- ------------------------- 28, 1994
Scott S. Cowen
/s/ Herbert H. Jacobs Director December
- ------------------------- 28, 1994
Herbert H. Jacobs
/s/ Albert B. Ratner Director December
- ------------------------- 28, 1994
Albert B. Ratner
/s/ Harry H. Stone Director December
- ------------------------- 28, 1994
Harry H. Stone
/s/ Jeanette S. Wagner Director December
- ------------------------- 28, 1994
Jeanette S. Wagner
/s/ Milton A. Wolf Director December
- ------------------------- 28, 1994
Milton A. Wolf
/s/ Abraham Zaleznik Director December
- ------------------------- 28, 1994
Abraham Zaleznik
/s/ Henry Lowenthal Senior Vice President; December
- ------------------------- Chief Financial Officer 20, 1994
Henry Lowenthal
/s/ William S. Meyer Controller; Chief December
- ------------------------- Accounting Officer 28, 1994
William S. Meyer
</TABLE>
