UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Artistic Greetings Incorporated
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
_____________
(CUSIP Number)
Peter M. Lewis
MDC Communications Corporation
45 Hazelton Avenue
Toronto, Ontario, Canada M5R 2E3
(416) 960-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 22, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box /_/.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MDC Communications Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,661,786
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,786
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7
<PAGE>
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AGI Acquisition Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,661,786
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,786
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7
<PAGE>
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the shares of Common Stock, par
value $.10 per share (the "Issuer Common Stock"), of Artistic Greetings
Incorporated, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at One Komer Center, Elmira, New York
14902.
Item 2. Identity and Background.
This statement is being filed by MDC Communications
Corporation, an Ontario corporation ("MDC"), and AGI Acquisition Co., a
Delaware corporation and a wholly owned subsidiary of MDC ("AGI"; together
with MDC, the "Reporting Persons"). The principal offices of the Reporting
Persons are located at 45 Hazelton Avenue, Toronto, Ontario, Canada M5R 2E3.
MDC is principally engaged in the business of manufacturing security products
including stamps, checks, tickets and plastic cards, and operating a non-
retail mail order catalog operation, and a retail and catalog packaged seed
company. In addition, MDC provides advertising, marketing, and design
services and products. AGI was incorporated solely for the purpose of
merging into Issuer and has no other business.
The name, address, present principal occupation or
employment, and citizenship of each director and executive officer of MDC and
AGI are set forth on Schedule 1 hereto and are incorporated herein by
reference.
During the past five years, neither MDC nor AGI, nor to the
knowledge of MDC or AGI, any of its directors or executive officers:
(i) have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) were a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 21, 1997, among MDC, AGI and the Issuer,
and subject to the conditions set forth therein (including approval by the
stockholders of the Issuer and approvals of the applicable regulatory
authorities), AGI will be merged with and into the Issuer (the "Merger"), and
each share of Issuer Common Stock (except as otherwise provided in the Merger
Agreement) will be converted into the right to receive $5.70 in cash (subject
to adjustment as provided in the Merger Agreement).
Concurrently with the execution and delivery of the Merger
Agreement, MDC entered into a Stockholders Agreement with each of American
Greetings Incorporated and Stuart Komer (collectively, the "Stockholders"),
pursuant to which, among other things, so long as the Merger Agreement
remains in effect, the Stockholders have agreed to vote the shares of Issuer
Common Stock owned by them, currently or thereafter acquired, in favor of the
<PAGE>
Merger and have granted to MDC an irrevocable proxy to vote such shares of
Issuer Common Stock in favor of the Merger.
The descriptions of the Merger Agreement and the
Stockholders Agreement contained in this Schedule 13D are qualified in their
entirety by reference to such agreements, copies of which appear as Exhibits
1 and 2 hereto, respectively.
Item 4. Purpose of Transaction.
(a)-(b) The purpose of the transaction is to facilitate the
approval of the Merger by the stockholders of the Issuer
(c)-(i) Not applicable.
(j) Other than as described above, the Reporting Persons
currently have no plans or proposals which relate to, or may result in, any
of the matters listed in Items 4(a) - (j) of Schedule 13D (although the
Reporting Persons reserve the right to develop such plans).
Item 5. Interest in Securities of Issuer.
(a)-(b) As a result of the Stockholders Agreement, the
Reporting Persons may be deemed the beneficial owners of 2,661,786 shares of
Issuer Common Stock, representing approximately 40.7% of the outstanding
shares of Issuer Common Stock.
As of the date of this filing, to the knowledge of the
Reporting Persons, no shares of Issuer Common stock are beneficially owned by
any of the persons named in Schedule 1.
(c) Except as stated in Item 4 above, there have not been
any transactions in the Issuer Common Stock effected by or for the account of
the Reporting Persons or, to the knowledge of the Reporting Persons, any of
the persons named in Schedule 1, during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer.
Except as set forth in response to Items 3, 4 and 5 hereof,
neither of the Reporting Persons, nor to the knowledge of the Reporting
Persons, any of their respective directors or executive officers, have any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, including, but
not limited to, transfer or voting of any securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss or the giving or withholding of
proxies.
<PAGE>
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Agreement and Plan of Merger, dated as of December 21, 1997,
among MDC Communications Corporation, AGI Acquisition Co.
and Artistic Greetings Incorporated (filed as Exhibit 2 to
the Issuer's Current Report on Form 8-K, dated December 30,
1997, and incorporated herein by reference).
Exhibit 2. Stockholders Agreement, dated as of December 21, 1997, among
MDC Communications Corporation and Stockholders of Artistic
Greetings Incorporated (filed as Exhibit 4 to the Issuer's
Current Report on Form 8-K, dated December 30, 1997, and
incorporated herein by reference).
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
MDC COMMUNICATIONS CORPORATION
By: /s/ Peter M. Lewis
------------------
Name: Peter M. Lewis
Title: Executive Vice President
AGI ACQUISITION CO.
By: /s/ Peter M. Lewis
------------------
Name: Peter M. Lewis
Title: President
Dated: December 31, 1997
<PAGE>
SCHEDULE 1
The following table sets forth the name, residence or
business address, present principal occupation or employment of each of the
executive officers and directors of MDC and AGI. Unless otherwise indicated,
the address of each person listed below is the business address of MDC, 45
Hazelton Avenue, Toronto, Ontario, Canada M5R 2E3.
DIRECTORS (MDC)
---------------
Ronald D. Besse
Thomas N. Davidson
Lloyd S. D. Fogler, QC
Guy P. French
Patricia O. Frost
Peter M. Lewis
W. Judson Martin
Miles S. Nadal
Dr. Brian H. Price
Stephen M. Pustil
Graham W. Savage
EXECUTIVE OFFICERS (MDC)
------------------------
Miles S. Nadal
Chairman, President and
Chief Executive Officer
Stephen M. Pustil
Vice-Chairman
W. Judson Martin
Senior Executive Vice-President
& Chief Operating Officer
Peter M. Lewis
Executive Vice-President,
Corporate Development
Michael B. Simonetta
Executive Vice-President
Michel Frappier
Vice-President of the Corporation
and President of, Communications and Marketing
Services Division
Lawrence E. Lee
Vice-President of the Corporation and President,
Direct Marketing and Home Shopping Division
<PAGE>
Graham Searle
Vice-President of the Corporation
And President, Security and
Special Products Division
Gregory J. McKenzie
Vice-President of the Corporation,
And President, Security Card Service Group
Walter Campbell
Vice-President Finance &
Corporate Secretary
Gordon A. Kilpatrick
Director, Planning &
Corporate Development
Ronald J. Sneek
Director of Finance
Maria Pappas
Assistant Secretary
<PAGE>
DIRECTORS (AGI)
---------------
Peter M. Lewis
Robert Cronin
OFFICERS (AGI)
--------------
Peter M. Lewis
President, Treasurer and
Assistant Secretary
Robert Cronin
Vice President, Secretary and
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit 1. Agreement and Plan of Merger, dated as of December 21, 1997,
among MDC Communications Corporation, AGI Acquisition Co.,
and Artistic Greetings Incorporated (filed as Exhibit 2 to
the Issuer's Current Report on Form 8-K, dated December 30,
1997, and incorporated herein by reference)
Exhibit 2. Stockholders Agreement, dated as of December 21, 1997,
between MDC Communications Corporation and the Stockholders
of Artistic Greetings Incorporated (filed as Exhibit 4 to
the Issuer's Current Report on Form 8-K, dated December 31,
1997, and incorporated herein by reference)
