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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Final Amendment)
ARTISTIC GREETINGS INCORPORATED
(Name of Issuer)
ARTISTIC GREETINGS INCORPORATED
ARTISTIC DIRECT INCORPORATED
Mr. Thomas C. Wyckoff
(Name of Persons Filing Statement)
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TITLE CUSIP NUMBER
- -------------------------------------------- --------------------------------------------
Common Stock
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(Title and CUSIP Number of Class of Securities)
ARTISTIC GREETINGS INCORPORATED
ONE KOMER CENTER
P.O. BOX 1999
ELMIRA, NEW YORK 14902-1999
(212) 735-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)
This statement is filed in connection with (check the appropriate box):
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a. /X/ The filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3 (c) under the Securities Exchange Act
of 1934.
b. / / The filing of a registration statement under the Securities Act of 1933.
c. / / A tender offer.
d. / / None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: / /
CALCULATION OF FILING FEE
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Transaction Amount of Filing Fee
Valuation*
$33,307,414 $6,662
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* Solely for purposes of calculating the filing fee and computed pursuant to
Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and
Rule 0-11(b)(1) thereunder, the transaction value equals the total amount of
funds required to purchase all shares of the class of Common Stock pursuant
to the merger described in the Proxy Statement.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $6,662
Form or Registration No.: Schedule 14A Proxy Statement
Filing Party: Artistic Greetings Incorporated
Date Filed: January 26, 1998
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This Rule 13e-3 Transaction Statement (the "Statement") relates to the
merger ("Merger") and the asset sale ("Asset Sale") by Artistic Greetings
Incorporated, a Delaware corporation (the "Company"), described in its proxy
statement, dated April 24, 1998 (the "Proxy Statement"). This Amendment
constitutes the Final Amendment.
ITEM 16. ADDITIONAL INFORMATION
The Asset Sale and the Merger became effective on May 19, 1998.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: May 29, 1998
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ARTISTIC GREETINGS INCORPORATED
By: /s/ STUART KOMER
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Name: Stuart Komer
Title: Chairman of the Board
ARTISTIC DIRECT INCORPORATED
By: /s/ THOMAS C. WYCKOFF
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Name: Thomas C. Wyckoff
Title:
/s/ THOMAS C. WYCKOFF
-----------------------------------------
Thomas C. Wyckoff
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