<PAGE> 1
As filed with the Securities and Exchange Commission on July 14, 1995
Registration No. 33-
==============================================================================
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
incorporation or organization) Identification No.)
ONE AMERICAN ROAD
CLEVELAND, OHIO 44144
(216) 252-7300
(Address of principal executive offices) (zip code)
AMERICAN GREETINGS CORPORATION
1995 DIRECTOR STOCK PLAN
(Full Title of Plan)
________________
JON GROETZINGER, JR., ESQ.
GENERAL COUNSEL AND SECRETARY
AMERICAN GREETINGS CORPORATION
ONE AMERICAN ROAD
CLEVELAND, OHIO 44144
(Name and address of agent for service)
_________________
(216) 252-7300
Telephone number, including area code, of agent for service
_________________
[Facing page continued on following page]
Exhibit Index on Sequential Page 9
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=========================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
shares to be to be price offering registration
registered registered per share price fee
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common
Shares,
par value
$1 per share. 54,000 $29.25 $1,579,500 $544.66
shares
Class B Common
Shares,
par value
$1 per share. 54,000 $29.25 $1,579,500 $544.66
shares
=========================================================================
<FN>
___________________
(1) Estimated solely for the purpose of calculating the registration
fee, pursuant to Rules 457(c) and (h) under the Securities Act of
1933, on the basis of the average of the high and low sales prices of
the Class A Common Shares and Class B Common Shares on July 10, 1995.
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
American Greetings Corporation (the "Company") hereby
incorporates herein by reference the following documents which
previously have been filed with the Securities and Exchange Commission
(the "Commission"):
(a) The Company's Annual Report on Form 10-K for its
fiscal year ended February 28, 1995;
(b) The Company's Quarterly Report on Form 10-Q for its
fiscal quarter ending May 31, 1995, pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"); and
(c) 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 (a)3(i) to the Company's Annual
Report on Form 10-K for its fiscal year ended February
29, 1988.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
registration statement, since the class of shares to be offered is
registered under Section 12 of the Exchange Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
registration statement.
II-1
<PAGE> 4
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 civil,
criminal, administrative or investigative proceedings. Article IV of
the Regulations of the Company provides for the 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
registration statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<S> <C>
4(a) Amended Articles of Incorporation of the Registrant, as amended (incorporated by reference
from Exhibit (a) to its Registration Statement No. 33-50255 on Form S-3, filed with the
Commission on September 15, 1993).
4(b) Amended Regulations of the Registrant (incorporated by reference from Exhibit 4(b) of its
Registration Statement No. 33-39726 on Form S-3, filed with the Commission on May 17, 1991).
4(c) Forms of share certificate for Class A Common Shares and Class B Common Shares of the Registrant
(incorporated by reference from Exhibits 4(c) and 4(d), respectively, to its Registration
Statement No. 33-39726 on Form S-3, filed with the Commission on May 6, 1991).
5 Opinion of Brouse & McDowell
10 Director Stock Plan
23(a) Consent of Ernst & Young LLP
23(b) Consent of Brouse & McDowell
(included in Exhibit 5)
24 Power of Attorney
</TABLE>
II-2
<PAGE> 5
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;
(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 information required to
be included in a post-effective amendment by these
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act 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 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 Exchange Act 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.
II-3
<PAGE> 6
(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 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-4
<PAGE> 7
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, on July 12, 1995.
AMERICAN GREETINGS CORPORATION
By: /S/Jon Groetzinger
---------------------------
Jon Groetzinger, Jr.
General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 14, 1995.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* 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
*
-------------------------------
Harry H. Stone Director
*
-------------------------------
Jeanette S. Wagner Director
</TABLE>
<PAGE> 8
<TABLE>
<S> <C>
*
-------------------------------
Milton A. Wolf Director
*
-------------------------------
Abraham Zaleznik Director
*
-------------------------------
Henry Lowenthal Senior Vice President;
Chief Financial Officer
(principal financial officer)
*
-------------------------------
William S. Meyer Senior Vice President
Controller; Chief
Accounting Officer
(principal accounting officer)
</TABLE>
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
______________________________ July 14, 1995
Jon Groetzinger, Jr., Esq.
Attorney-in-fact
II-6
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<S> <C>
4(a) Amended Articles of Incorporation of the Registrant, as amended (incorporated by reference
from Exhibit 4(a) to its Registration Statement No. 33-50255 on Form S-3,
filed with the Commission on September 15, 1993).
4(b) Amended Regulations of the Registrant (incorporated by reference from Exhibit 4(b) of its
Registration Statement No. 33-39726 on Form S-3, filed with the Commission on May 17, 1991).
4(c) Forms of share certificate for Class A Common Shares and Class B Common Shares of the
Registrant (incorporated by reference from Exhibits 4(c) and 4(d), respectively, to its
Registration Statement No. 33-39726 on Form S-3, filed with the Commission on
May 6, 1991).
5 Opinion of Brouse & McDowell
10 Director Stock Plan
23(a) Consent of Ernst & Young LLP
23(b) Consent of Brouse & McDowell
(included in Exhibit 5)
24 Power of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 5
BROUSE &
McDOWELL
--------------------------------
A LEGAL PROFESSIONAL ASSOCIATION
July 12, 1995
American Greetings Corporation
10500 American Road
Cleveland, Ohio 44144
Re: Registration on Form S-8 of 54,000 Class A
Common Shares and 54,000 Class B Common Shares
of American Greetings Corporation
Gentlemen:
We are acting as counsel to American Greetings Corporation (the
"Company") in connection with the issuance and sale by the Company of up to
54,000 of its Class A Common Shares and up to 54,000 of its Class B Common
Shares (collectively, the "Shares"). The Shares will be issued and sold to
non-employee directors pursuant to the American Greetings Corporation 1995
Director Stock Plan (the "Plan").
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 which may be issued and sold pursuant to the Plan have
been duly authorized and, when issued and sold in accordance with the terms of
the Plan, will be 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-8 being filed by the Company with the
Securities and Exchange Commission to effect registration of the Shares under
the Securities Act of 1933 of the Shares.
Very truly yours,
/s/ Brouse & McDowell
---------------------
Brouse & McDowell
Ref. 95-188
[114537]
<PAGE> 1
EXHIBIT 10
AMERICAN GREETINGS CORPORATION
1995 DIRECTOR STOCK PLAN
NAME AND GENERAL PURPOSE OF PLAN. The name of the plan is the American
Greetings Corporation 1995 Director Stock Plan ("Plan"). The purpose of the
Plan is to afford non-employee members of the Board of Directors of American
Greetings Corporation (the "Company") the opportunity to share in future
appreciation in the share value of the Company's stock, further aligning the
interests of these individuals with those of the other shareholders of the
Company to maximize return on shareholder investment. The possibility for
sharing in Company stock appreciation is designed to attract and retain supe-
rior Board members. The Plan consists of two components: (1) stock options,
and (2) payment of some or all of a Director's fees in Company stock, in lieu
of cash compensation, at a Director's election.
1. OPTIONS ISSUABLE UNDER PLAN. The total number of underlying shares
reserved for issuance in connection with options granted pursuant to the Plan
shall not exceed 54,000 Class A Common Shares, par value $1 per share, and
54,000 Class B Common Shares, par value $1 per share, except to the extent of
adjustments authorized in paragraph 4 of this Plan. Such Class A Common Shares
may be treasury shares or authorized but unissued shares or a combination of
the foregoing. Such Class B Common Shares may be treasury shares or authorized
but unissued shares or a combination of the foregoing, subject to certain
restrictions outlined below. To the extent that a stock option expires or is
otherwise terminated, cancelled or surrendered without being exercised
(including, without limitation, in connection with the grant of a replacement
option), the shares of stock underlying such stock option shall again be
available for issuance in connection with future grants under the Plan.
2. OPTION GRANTS. Each non-employee member of the Board of Directors
("Director") is hereby granted, effective January 27, 1995, options under the
Plan ("Options") to buy from the Company 6,000 Class A and/or Class B Common
Shares. These Options shall become exercisable at the rate of 1,000 Options
per year, as long as such Director remains a member of the Board of Directors
and the Plan remains in effect. The first 1,000 options are exercisable as of
January 27, 1995, and successive blocks of 1,000 Options are exercisable on
subsequent anniversaries of such date.
3. OPTION PRICE. The option price shall be $26.125, which was the price of
the Class A Common Shares quoted by the National Association of Securities
Dealers at the close of business on January 27, 1995, the date that the Options
were granted. The option price shall be payable in whole or in part, in cash,
Class A and/or Class B Common Shares of the Company valued at the price for
Class A Common Shares at the close of business on the date of exercise, to the
extent permitted by all applicable laws and regulations so long as the
Executive Committee of the Company's Board of Directors ("Executive Commit-
tee") does not determine that the application of any Financial Accounting
Standards Board rule affecting the tender of shares would be detrimental
to the best interests of the Company.
4. ADJUSTMENTS. The Executive Committee shall provide for such adjustments in
the option price and in the number or kind of shares or other securities
covered by outstanding options as is equitably required to prevent dilution or
enlargement of the rights of eligible Directors that would otherwise result
from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, (b)
any merger, consolidation, separation, reorganization or partial or complete
liquidation, or in the event of any such transaction or event having an effect
similar to any of the foregoing.
5. EXERCISE. No Option granted under the Plan shall run for more than ten
(10) years from the date granted. No Option shall be transferable by the
Director otherwise than by will and the laws of descent and distribution.
Directors may exercise their Options upon receipt by the Company of such forms
as the Company may require in advance of exercise and the required payment. A
stock certificate may be issued as soon as practical after exercise and
payment. An Option is exercisable during a Director's lifetime only by the
Director, except that in case of incompetence or disability of a Director, an
Option may be exercised on behalf of the Director by his or her guardian or
legal representative. If, following an Option exercise, the Director sells the
shares underlying the Option, the Director will receive the
A-1
<PAGE> 2
amount by which the sale price exceeds the exercise price for such shares,
after deducting applicable taxes and brokerage fees, but not interest that
might otherwise be paid on an advance of monies to the Director between the
exercise and settlement dates.
6. STOCK OPTION AGREEMENT; CANCELLATION. The granting of Options under the
Plan shall be evidenced by a stock option agreement ("Stock Option Agreement").
Such Stock Option Agreement may, with the concurrence of the affected Director,
be amended by the Executive Committee, provided the terms of each such
amendment are not inconsistent with the Plan. The Executive Committee may,
with the concurrence of the affected Director, cancel any Option granted under
the Plan. In the event of any such cancellation, the Executive Committee may
authorize the granting of new Options under the Plan in such manner, at such
price and subject to similar terms and conditions as would have been applicable
had the cancelled Options not been granted. The Plan provides for the
automatic grant to the Director of additional Options ("Reload Options") upon
the exercise of Options through the delivery of any class of Common Shares as
set forth in the Stock Option Agreement; provided, however, that the provisions
of the Stock Option Agreement relating to Reload Options may not be amended
more than once every six months, other than to comport with changes in the
Internal Revenue Code of 1986, the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), securities laws and the rules thereunder.
7. STOCK IN LIEU OF DIRECTORS' FEES. The Plan allows each Director, at such
Director's election (communicated in writing by the Director to the Company's
Secretary prior to the start of each fiscal year), to receive Class A and/or
Class B Common Shares of the Company in an amount equal to (and in lieu of) all
or part of the fees paid by the Company to such Director as compensation for
serving on the Company's Board of Directors. For purposes of the foregoing
described calculation, the Company's Shares are valued at the closing price
quoted by the National Association of Securities Dealers, Inc. on the last
trading day of the calendar quarter prior to payment of such fees. Any
fractional shares shall be paid as cash.
8. RESTRICTIONS ON ISSUANCE. The Company's ability to issue Class B Common
Shares is restricted by certain provisions of its Articles of Incorporation and
Section 1(c)(21) of Schedule D of the by-laws of the National Association of
Securities Dealers, Inc.
9. ADMINISTRATION. This Plan shall be administered by not less than three
persons who are disinterested in the Plan, two of which shall initially be
members of the Company's Executive Committee ("Administrators"). The Board is
authorized to determine who shall be an Administrator, and in the event of an
Administrator vacancy, the Board may appoint one or more disinterested persons
as alternate Administrators.
10. PLAN AMENDMENT; TERMINATION. This Plan is subject to initial ratification
and approval by the Company's shareholders, but may be terminated or amended
thereafter from time to time by the Administrators. However, no such
amendment by the Administrators shall (a) increase the number of Class A Common
Shares or Class B Common Shares that may be issued under this Plan, except
adjustments authorized under paragraph 4, (b) change the designation in
paragraph 2 of the individuals eligible to receive Options, or (c) cause Rule
16b-3 of the Securities and Exchange Commission (or any successor rule to the
same effect) to cease to be applicable to this Plan without further approval by
the shareholders of the Company. In addition, no outstanding Options may be
cancelled without the prior consent of the affected Director.
11. GOVERNING RULES. This Plan is intended to comply with and be subject to
Rule 16b-3 as in effect prior to May 1, 1991. The Administrators may at any
time elect that this Plan shall be subject to Rule 16b-3 as in effect on or
after May 1, 1991.
A-2
<PAGE> 1
EXHIBIT 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 for the registration of 54,000 Class A Common Shares and 54,000 Class
B Common Shares pertaining to the American Greetings Corporation 1995 Director
Stock Plan of our report dated March 30, 1995, with respect to the consolidated
financial statements and schedule of American Greetings Corporation included in
its Annual Report on Form 10-K for the year ended February 28, 1995, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
Cleveland, Ohio
July 12, 1995
<PAGE> 1
EXHIBIT 24
AMERICAN GREETINGS CORPORATION
REGISTRATION STATEMENT ON FORM S-8
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-8 relating to the registration of
54,000 of the Company's Class A Common Shares and 54,000 of the
Company's Class B 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 12th day of July, 1995.
----
American Greetings Corporation
/s/ Morry Weis
By:__________________________________
Morry Weiss
Chairman & Chief Executive Officer
/S/ Jon Groetzinger
Attest:______________________________
Jon Groetzinger, Jr.
Secretary
<PAGE> 2
AMERICAN GREETINGS CORPORATION
REGISTRATION STATEMENT ON FORM S-8
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-8 relating to the registration of 54,000 of the
Company's Class A Common Shares and 54,000 of the Company's Class B
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 14th day of July, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Irving I. Stone Founder-Chairman; July
-------------------------
Irving I. Stone Chairman of the 12, 1995
Executive Committee;
Director
/s/ Morry Weiss Chairman and Chief Executive July
-------------------------
Morry Weiss Officer; Director 12, 1995
/s/ Edward Fruchtenbaum President - Chief Operating July
-------------------------
Edward Fruchtenbaum Officer; Director 12, 1995
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Scott S. Cowen Director July
-------------------------
Scott S. Cowen 11, 1995
/s/ Herbert H. Jacobs Director July
-------------------------
Herbert H. Jacobs 10, 1995
/s/ Albert B. Ratner Director July
-------------------------
Albert B. Ratner 10, 1995
/s/ Harry H. Stone Director July
-------------------------
Harry H. Stone 10, 1995
/s/ Jeanette S. Wagner Director July
-------------------------
Jeanette S. Wagner 12, 1995
/s/ Milton A. Wolf Director July
-------------------------
Milton A. Wolf 7, 1995
/s/ Abraham Zaleznik Director July
-------------------------
Abraham Zaleznik 10, 1995
/s/ Henry Lowenthal Senior Vice President; July
-------------------------
Henry Lowenthal Chief Financial Officer 14, 1995
/s/ William S. Meyer Senior Vice President; July
-------------------------
William S. Meyer Controller; Chief 12, 1995
Accounting Officer
</TABLE>
