1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 1995MAY 20, 1998
REGISTRATION NO. 33-
________________________________________________________________________333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.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 OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) 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 44144
(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)COPIES TO:
STANLEY E. EVERETT EARL D. WEINER
BROUSE & MCDOWELL SULLIVAN & CROMWELL
500 FIRST NATIONAL TOWER 125 BROAD STREET
AKRON, OHIO 44114 NEW YORK, NEW YORK 10004
(330) 535-5711 (212) 558-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENTFrom time
to time after the effective date of the Registration Statement and after
compliance with applicable state and federal laws.
If the only securities being registered on this Formform are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [___][ ]
If any of the securities being registered on this Formform 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 onIf this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following page]
2
box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________________________________
=================================================================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF MAXIMUM MAXIMUM
SECURITIESSECURITY AMOUNT OFFERINGTO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (1)PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
_____________________________________________________________________________________________________
Class A Common 91,454 $26.75 $2,446,394.50 $843.58
Shares (par
value $1 per
share)
(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.- ---------------------------------------------------------------------------------------------------------------------------------
Debt Securities................... $600,000,000 100% $600,000,000 $177,000
=================================================================================================================================
__________________________________(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a).
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)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)8(a), MAY
DETERMINE.
================================================================================
3
PROSPECTUS
91,454 SHARES2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MAY 20, 1998
$600,000,000
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") ofDEBT SECURITIES
------------------
American Greetings Corporation (the "Company"). may from time to time offer
Debt Securities consisting of debentures, notes and/or other unsecured evidences
of indebtedness (the "Debt Securities") in one or more series at an aggregate
initial offering price not to exceed $600,000,000 or its equivalent in any other
currency or composite currency. The Shares were acquired fromDebt Securities may be offered as separate
series in amounts, at prices and on terms to be determined at the Company without registration bytime of sale.
The accompanying Prospectus Supplement sets forth with regard to the persons namedseries of
Debt Securities 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,respect of which this Prospectus is being delivered the
title, aggregate principal amount, denominations (which may be in United States
dollars, in any other currency or in a part (the "Registration Statement")composite currency), is effective, the Selling Shareholdersmaturity, rate, if
any (which may offer the Sharesbe fixed or variable), and time of payment of any interest, any
terms for sale, from time
to time, in the over-the-counter market through the NASDAQ National Market
System at market prices prevailing thereonredemption at the timeoption of the Company or the holder, any terms for
sinking fund payments, any listing on a securities exchange and the initial
public offering price and any other terms in connection with the offering and
sale in private
sales at negotiated prices, or otherwise by means of this Prospectus.such series of Debt Securities.
The Company will not receivemay sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. Such
underwriters may include Goldman, Sachs & Co., or may be a group of underwriters
represented by firms including Goldman, Sachs & Co. Goldman, Sachs & Co. may
also act as agents. See "Plan of Distribution". The accompanying Prospectus
Supplement sets forth the names of any proceeds fromunderwriters or agents involved in the
sale of the Shares.
The expenseDebt Securities in respect of preparingwhich this Prospectus is being
delivered, the principal amounts, if any, to be purchased by underwriters and
filing the Registration Statement will be paid by
the Company, but the Company will not paycompensation, if any, brokerage commissionof such underwriters 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.
__________________agents.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
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.
4
TABLE OF CONTENTS
Available Information 2
Incorporation------------------
The date 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
-------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus is , 1998.
3
AVAILABLE INFORMATION
The Company has filed with the Securities and if given or
made, such other information or representations must not be relied uponExchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, as
having been authorized.amended (the "Securities Act"), with respect to the Debt Securities. This
Prospectus does not constitute an offer to sell
orcontain all 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
changeinformation set forth in the affairsRegistration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company sinceand the date hereof or thatDebt Securities, reference is hereby made to such Registration
Statement, including the information contained herein is correctexhibits filed as of any time subsequent to its date.
AVAILABLE INFORMATIONpart thereof.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the SecuritiesCommission. The
Registration Statement (with exhibits), as well as such reports, proxy
statements and Exchangeother information, can be inspected and copied at the public
reference facilities maintained by the Commission (the "Commission"). Reports,at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and other
information filed by the Company may be inspectedalso are available for inspection and copying
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 CommissionCommission's Regional Offices located at 75 Park
Place, 14th Floor, New York, New York 10007 andat: Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661.60661-2511; and at Seven World
Trade Center, 13th Floor, New York, New York 10048-1102. Copies of such materialsmaterial
also 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 partIn addition,
copies of such material and other information about the Company are available
for inspection at the New York Stock Exchange, 20 Broad Street, New York, New
York 10005. Such material may also be accessed electronically by means of the
Registration Statement filedCommission's home page 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]
-2-
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.Internet at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates the following documents filed with the Securities and Exchange
Commission by the Company are incorporated hereinin this Prospectus
by reference: (1) The(a) the Company's Annual Report on Form 10-K for itsthe fiscal year
ended February 28, 1994;
(2) The Company's Quarterly Report on Form 10-Q for its
fiscal quarters ended May 31, 1994,1998; and August 31, 1994;
(3) Notice of(b) the Company's 1994 Annual Meeting of
Shareholders and ProxyForm 8-A Registration 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 documenton February 6, 1998.
All documents filed by the Company with the Commission pursuant to SectionSections 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 SharesDebt Securities shall be deemed to be
incorporated herein by reference herein and shallto be a part hereof from the date of its filing.filing
of such documents. Any statement contained herein or 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 is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement soas modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company willhereby undertakes to provide, without charge, to each person including any
beneficial owner, to
whom a copy of this Prospectus is delivered, upon written or oral request of such person,
a copy of any orand all of the documents that arereferred to above which have been or may
be incorporated
herein by reference except for theherein, other than exhibits tothereto (unless such
documents whichexhibits are not specifically incorporated herein by reference. Any requestreference in such documents). Requests
for such copies should be directed to Jon Groetzinger, Jr., Senior Vice
President, General Counsel and Secretary, American Greetings Corporation, One
American Road, Cleveland, Ohio 44144; telephone (216) 252-7300.
-3-2
64
THE COMPANY
The Company,American Greetings Corporation (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 communicationssocial expression products (gift
wrappings, paperwrap, party goods, candles, balloons, stationery picture frames, giftware items, candles, hair accessory
items and similar products)related items). The
Company's products are distributedsold primarily through a global network of approximately
100,000 retail outlets worldwide. In addition, the Company licenses its designs
to various foreign licensees, so that in over 50
countries.total, the Company's products and
designs are available in more than 84 nations around the world. Sales to the
Company's five largest customers accounted for approximately 21.2%32.6% of net sales
in its most recently completed fiscal year. Sales to retail customers are made
through approximately 22 sales offices in the United States, Canada, United
Kingdom, Australia, New Zealand, France, Mexico and South Africa. During 1994,fiscal
year 1998, the Company's major channel of distribution continued to be mass
retail (comprising mass merchandisers, chain drug stores and supermarkets), in
which it is the social expression industry leader. Other channels of
distribution in order of
importance, were drug stores, mass merchandisers, supermarkets, stationeryinclude card and gift shops, varietycombo stores (stores combining food,
general merchandise and drug items), military post exchanges, combovariety 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 card and
gift wrap industry and limited information as to its competitors, the Company
believes that it is the second largest company in the industry and the largest
publicly owned company in the industry.
Production of the Company's products is generally 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.season, including Christmas, Valentine's Day, Easter, Mother's Day, Father's Day
and Graduation. Also characteristic of the business, accounts receivable for
seasonal merchandise are carried for relatively long periods.periods since products are
normally shipped three to five months prior to a holiday. Payments for seasonal
shipments are generally received during the month in which the major holiday
occurs, or shortly thereafter. Extended payment terms may also be offered in
response to competitive situations with individual customers. The Company and
many of its competitors sell seasonal counter greeting cards on
a return basis and returns generally occur immediately followingwith the holiday.right of return.
The Company iswas incorporated under the laws of the State of Ohio and has
itsin 1944.
The principal executivesexecutive offices of the Company are located at One American Road,
Cleveland, Ohio 44144;44114; its telephone number is (216) 252-7300.
-4-
7
USE OF PROCEEDS
The Company will not receive anyUnless otherwise specified in a Prospectus Supplement, the net proceeds
from the sale of the Shares.
SELLING SHAREHOLDERSDebt Securities will be added to the Company's general
corporate funds and may be used to repay short-term debt, fund share
repurchases, finance acquisitions and invest in subsidiaries. Prior to such
application, all or a portion of the net proceeds may be invested in short-term
investments.
3
5
RATIO OF EARNINGS TO FIXED CHARGES
The Shares are being offered byfollowing table sets forth the persons listed below (the "Selling
Shareholders") inCompany's consolidated ratios of
earnings to fixed charges for the amounts shown*:periods shown.
Shareholder Number of Shares Number of Shares
- ----------- Offered Retained
---------------- ----------------YEAR ENDED FEBRUARY 28 OR 29,
--------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
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
__________________________________
*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.
-5-
8
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
Ratio 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
-6-
9
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 28147-9111earnings to fixed charges.......................... 7.45 8.18 6.04 7.16 9.74
The Selling Shareholders acquiredratio of earnings to fixed charges is computed by dividing fixed
charges into earnings plus fixed charges. For purposes of determining this
ratio, earnings have been calculated by adding income before income taxes and
the Shares listed above uponcumulative effect of accounting changes to the mergerundistributed income or loss
of affiliates that are not wholly-owned and which are accounted for on an equity
basis. Fixed charges consist of interest expense and the estimated interest
component of rent expense.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions
of the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may not apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.
The Debt Securities are to be issued under an Indenture (the "Merger""Indenture")
of Custom Expressions, Inc.between the Company and NBD Bank, as Trustee (the "Trustee"), a California corporation
("CEI"), into Custom Holdings, Inc., a Delaware corporationcopy of which is
filed as an exhibit to the Registration Statement of which this Prospectus is a
wholly-owned subsidiarypart. The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series, or of Debt Securities forming a part of a
series, which are offered by a Prospectus Supplement will be described in such
Prospectus Supplement.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject, and are qualified in their entirety by
reference, to all the provisions of the Indenture, including the definitions
therein of certain terms, and, with respect to any particular Debt Securities,
to the description of the terms thereof included in the Prospectus Supplement
relating thereto. Wherever particular Sections or defined terms of the Indenture
are referred to herein or in a Prospectus Supplement, such Sections or defined
terms are incorporated by reference herein or therein, as the case may be.
GENERAL
The Indenture will provide that Debt Securities in separate series may be
issued thereunder from time to time without limitation as to aggregate principal
amount. The Company may specify a maximum aggregate principal amount for the
Debt Securities of any series. (Section 301) The Debt Securities are to have
such terms and provisions which are not inconsistent with the Indenture,
including those as to maturity, principal and interest, as the Company may
determine. The Debt Securities will be unsecured obligations of the Company ("CHI")and,
unless otherwise provided in the Prospectus Supplement, will rank on a parity
with all other unsecured and unsubordinated indebtedness of the Company.
The applicable Prospectus Supplement will set forth the price or prices at
which the Debt Securities to be offered will be issued and will describe the
following terms of such Debt Securities: 1) the title of such Debt Securities;
2) any limit on the aggregate principal amount of such Debt Securities or the
series of which they are a part; 3) the date or dates on which the principal of
any of such Debt Securities will be payable; 4) the rate or rates at which any
of such Debt Securities will bear interest, if any, the date or dates from which
any such interest will accrue, the Interest Payment Dates on which any such
interest will be payable and the Regular Record Date for any such interest
4
6
payable on any Interest Payment Date; 5) the place or places where the principal
of and any premium and interest on any of such Debt Securities will be payable;
6) the period or periods within which, the price or prices at which and the
terms and conditions on which any of such Debt Securities may be redeemed, in
whole or in part, at the option of the Company; 7) the obligation, if any, of
the Company to redeem or purchase any of such Debt Securities pursuant to any
sinking fund or analogous provision or at the option of the Holder thereof, and
the period or periods within which, the price or prices at which and the terms
and conditions on which any of such Debt Securities will be redeemed or
purchased, in whole or in part, pursuant to any such obligation; 8) the
denominations in which any of such Debt Securities will be issuable, if other
than denominations of $1,000 and any integral multiple thereof; 9) if the amount
of principal of or any premium or interest on any of such Debt Securities may be
determined with reference to an index or pursuant to a formula, the manner in
which such amounts will be determined; 10) if other than the currency of the
United States of America, the currency, currencies or currency units in which
the principal of or any premium or interest on any of such Debt Securities will
be payable (and the manner in which the equivalent of the principal amount
thereof in the currency of the United States of America is to be determined for
any purpose, including for the purpose of determining the principal amount
deemed to be Outstanding at any time); 11) if the principal of or any premium or
interest on any of such Debt Securities is to be payable, at the election of the
Company or the Holder thereof, in one or more currencies or currency units other
than those in which Debt Securities are stated to be payable, the currency,
currencies or currency units in which payment of any such amount as to which
such election is made payable, the periods within which and the terms and
conditions upon which such election is to be made and amount so payable (or the
manner in which such amount is to be determined); 12) if other than the entire
principal amount thereof, the portion of the principal amount of any of such
Debt Securities which will be payable upon declaration of acceleration of the
Maturity thereof; 13) if the principal amount payable at the Stated Maturity of
any of such Debt Securities will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount of which will be deemed to be such
principal amount as of any such date for any purpose, including the principal
amount thereof which will be due and payable upon any Maturity other than the
Stated Maturity or which will be deemed to be Outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount is to be
determined); 14) if applicable, that such Debt Securities, in whole or any
specified part, are defeasible pursuant to the provisions of the indenture
described under "Defeasance and Covenant Defeasance--Defeasance and Discharge"
or "Defeasance and Covenant Defeasance--Covenant Defeasance", pursuantor under both such
captions; 15) whether any of such Debt Securities will be issuable in whole or
in part in the form of one or more Global Securities and, if so, the respective
Depositories for such Global Securities, the form of any legend or legends to be
borne by any such Global Security in addition to or in lieu of the legend
referred to under "Form, Exchange and Transfer--Global Securities" and, if
different from those described under such caption, any circumstances under which
any such Global Security may be exchanged in whole or in part for Debt
Securities registered; and any transfer of such Global Security in whole or in
part may be registered, in the name of Persons other than the Depositary for
such Global Security; or its nominee; 16) any addition to or change in the
Events of Default applicable to any of such Debt Securities and any change in
the right of the Trustee or the Holders to declare the principal amount of any
such Debt Securities due and payable; 17) any addition to or change in the
covenants in the Indenture described under "Certain Restrictive Covenants"
applicable to any of such Debt Securities; and 18) any other term of such Debt
Securities not inconsistent with the provisions of the Indenture. (Section 301)
Securities, including Original Issue Discount Securities, may be sold at a
substantial discount below their principal amount. Certain special United States
federal income tax considerations (if any) applicable to Securities sold at an
original issue discount may be described in the applicable Prospectus
Supplement. In addition, certain special United States federal income tax or
other considerations (if any) applicable to any Securities which are denominated
in a currency or
5
7
currency unit other than United States dollars may be described in the
applicable Prospectus Supplement.
FORM, EXCHANGE AND TRANSFER
The Debt Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable Prospectus Supplement, only in denominations of $1,000 and integral
multiples thereof. (Section 302)
At the option of the Holder, subject to the terms of the Agreement and Plan of Merger, dated as of July 16, 1992, among CEI, CHIIndenture and the
Company (the "Merger Agreement"). The Selling Shareholders comprised alllimitations applicable to Global Securities, Debt Securities of each series will
be exchangeable for other Debt Securities of the shareholderssame series of CEI at the effective timeany authorized
denomination and of the Merger,a like tenor 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 pursuantaggregate principal amount. (Section 305)
Subject to the terms of the Registration Rights Agreement, datedIndenture and the limitations applicable to
Global Securities, Debt Securities may be presented for exchange as provided
above or for registration of July 24, 1992, betweentransfer (duly endorsed or with the form of
transfer endorsed thereon duly executed) at the office of the Security Registrar
or at the office of any transfer agent designated by the Company for such
purpose. No service charge will be made for any registration or transfer or
exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. Such transfer or exchange will be effected upon the Security
Registrar or such transfer agent, as the case may be, being satisfied with the
documents of title and identity of the person making the request. The Company
has appointed the Trustee as Security Registrar. Any transfer agent (in addition
to the Security Registrar) initially designated by the Company for any Debt
Securities will be named in the applicable Prospectus Supplement. (Section 305)
The Company may at any time designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that the Company will be required to
maintain a transfer agent in each Place of Payment for the Debt Securities of
each series. (Section 1002)
If the Debt Securities of any series (or of any series and specified terms)
are to be redeemed in part, the Company will not be required to (i) issue,
register the transfer of or exchange any Security of that series (or of that
series and specified terms, as the case may be) during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption
of any such Security that may be selected for redemption and ending at the close
of business on the day of such mailing or (ii) register the transfer of or
exchange any Security so selected for redemption, in whole or in part, except
the unredeemed portion of any such Security being redeemed in part. (Section
305)
GLOBAL SECURITIES
Some or all of the Debt Securities of any series may be represented in
whole or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable Prospectus Supplement, will be deposited
with such Depositary or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the Indenture.
Notwithstanding any provision of the Indenture or any Security described
herein, no Global Security may be exchanged in whole or in part for Debt
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or any nominee of such Depositary unless (i) the Depositary has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or has ceased to be qualified to act as such as
required by the Indenture, (ii) there shall have occurred and be continuing an
Event of Default with respect to the Debt Securities represented by such Global
Security or (iii) there shall exist such circumstances, if any, in addition to
or in lieu of those described above as may be described in the applicable
Prospectus Supplement. All securities
6
8
issued in exchange for a Global Security or any portion thereof will be
registered in such names as the Depositary may direct. (Sections 204 and 305)
As long as the Depositary, or its nominee, is the registered Holder of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Debt
Securities represented thereby for all purposes under the Debt Securities and
the Indenture. Except in the limited circumstances referred to above, owners of
beneficial interests in a Global Security will not be entitled to have such
Global Security or any Debt Securities represented thereby registered in their
names, will not receive or be entitled to receive physical delivery of
certificated Debt Securities in exchange therefor and will not be considered to
be the owners or Holders of such Global Security or any Debt Securities
represented thereby for any purpose under the Debt Securities or the Indenture.
All payments of principal of and any premium and interest on a Global Security
will be made to the Depositary or its nominee, as the case may be, as the Holder
thereof. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. These
laws may impair the ability to transfer beneficial interests in a Global
Security.
Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Debt Securities represented by the Global
Security to the accounts of its participants. Ownership of beneficial interests
in a Global Security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
(with respect to participants' interests) or any such participant (with respect
to interests of persons held by such participants on their behalf). Payments,
transfers, exchanges and other matters relating to beneficial interests in a
Global Security may be subject to various policies and procedures adopted by the
Depositary from time to time. None of the Company, the Trustee or any agent of
the Company or the Trustee will have any responsibility or liability for any
aspect of the Depositary's or any participant's records relating to, or for
payments made on account of, beneficial interests in a Global Security, or for
maintaining supervising or reviewing any records relating to such beneficial
interests.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a Global Security, in some cases, may trade in the Depositary's same-day
funds settlement system, in which secondary market trading activity in those
beneficial interests would be required by the Depositary to settle in
immediately available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading activity in
such beneficial interests. Also, settlement for purchases of beneficial
interests in a Global Security upon the original issuance thereof may be
required to be made in immediately available funds.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of interest on a Debt Security on any Interest Payment Date will be made to the
Person in whose name such Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on the Regular Record Date
for such interest. (Section 307)
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and any premium and interest on the Debt Securities of a particular
series will be payable at the office of such Paying Agent or Paying Agents as
the Company may designate for such purpose from time to time, except that at the
option of the Company payment of any interest may be made by check mailed to the
address of the Person entitled thereto as such address appears in the Security
Register. Unless otherwise indicated in the applicable Prospectus Supplement,
the corporate trust
7
9
office of the Trustee in The City of New York will be designated as the
Company's sole Paying Agent for payments with respect to Debt Securities of each
series. Any other Paying Agents initially designated by the Company for the Debt
Securities of a particular series will be named in the applicable Prospectus
Supplement. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts, except that the Company will be required to
maintain a Paying Agent in each Place of Payment for the Debt Securities of a
particular series. (Section 1002)
All monies paid by the Company to a Paying Agent for the payment of the
principal of or any premium or interest on any Security which remain unclaimed
at the end of two years after such principal, premium or interest has become due
and payable will be repaid to the Company, and the Selling Shareholders (the "Registration Rights Agreement").
Pursuant to the termsHolder 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 Shareholderssuch Security
thereafter may look only to the Company the Selling
Shareholders are subjectfor payment thereof. (Section 1003)
CERTAIN RESTRICTIONS
Limitations on Secured Debt
The Company will not, and will not permit any Restricted Subsidiary to,
certain restrictive covenants relating to their
Shares (including certain
-7-
10
covenants relating to voting rights), which covenants shall terminate upon the
saleincur or guarantee any debt secured by a Mortgage on any of the Shares pursuant to this Registration Statement or under certain
other circumstances.
The Shares represent less than 1%assets of the
total Class A Common Shares
outstanding. If all ofCompany or any Restricted Subsidiary, without making effective provision for
securing 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 advisedDebt Securities (and, if the Company that they may, from
timeso elects, any indebtedness
ranking equally with the Debt Securities) equally and ratably with or prior 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
thereonsuch Secured Debt. These covenants will not apply to debt secured by (a)
Mortgages on property existing at the time acquired or on property of sale,any
corporation existing at the time it becomes a Subsidiary, (b) purchase money
Mortgages, (c) Mortgages on property in private sales at negotiated prices,favor of the United States or otherwise by meansany state
thereof, or any other country, or any political subdivision of this Prospectus. The Selling Shareholders and/any of the
foregoing, to secure payments pursuant to any contract or statute or to secure
any indebtedness incurred for the purpose of financing all or any part of the
purchase price or the purchaserscost of construction of the Shares may be requiredproperty subject to pay customary brokerage commissionssuch
Mortgages, (d) Mortgages securing indebtedness owing to the Company or a
Wholly-owned Restricted Subsidiary, (e) Mortgages in connection with effecting any purchase and salean issuance
of revenue bonds the interest on which is exempt from federal income tax
pursuant to Section 103(b) of the Shares. There is no
arrangement withInternal Revenue Code of 1986, as amended, or
(f) extensions, renewals or replacements of any underwriter, brokerof the foregoing.
Notwithstanding these covenants, the Company and its Restricted Subsidiaries may
incur or dealer relatingguarantee any Secured Debt which would otherwise be subject to the
saleforegoing restrictions, provided that after giving effect thereto the sum of (i)
the Shares,aggregate amount of Secured Debt then outstanding (not including Secured
Debt permitted under the foregoing exceptions), (ii) the aggregate value of Sale
and no paymentLeaseback Transactions (as defined) at such time (exclusive of any underwriting commissionsSale and
Leaseback Transactions described in (b), (c) and (d) under "Limitations on Sale
and Leasebacks" below) and (iii) the aggregate principal amount of all unsecured
Funded Debt of Restricted Subsidiaries (exclusive of any such unsecured Funded
Debt owed to the Company or discounts in
connection witha Wholly-owned Restricted Subsidiary or any salessuch
unsecured Funded Debt existing at the time such Restricted Subsidiary first
became a Restricted Subsidiary) then outstanding does not exceed 5% of
the Shares is expected, other than customary
brokerage commissions. In the event the Selling Shareholders hereafter shouldConsolidated Net Tangible Assets. (Section 1008)
Limitations on Sale and Leasebacks
The Company will not, and will not permit any Restricted Subsidiary to,
enter into any arrangement with any underwriter, brokerlender or dealerinvestor providing for the leasing
to the Company or a Restricted Subsidiary of any real property (except for
certain leases for a temporary period of not more than three years) which has
been or is to be sold or transferred by the Company or such Restricted
Subsidiary more than 120 days after the date of acquisition thereof to such
lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such real property (a
"Sale and Leaseback Transaction"), except if (a) the Company or such Restricted
Subsidiary could create Secured Debt pursuant to the provisions described under
"Limitations on Secured Debt" above, without equally and ratably securing the
Debt Securities of
8
10
any series, in an amount equal to the value of such Sale and Leaseback
Transaction, (b) an amount equal to the proceeds of sale or the fair value of
the property so leased (whichever is higher) is applied to the retirement of
Funded Debt of the Company (with provision for a credit in certain cases for
Debt Securities otherwise acquired or retired), (c) such Sale and Leaseback
Transaction is in connection with an issuance of revenue bonds, the interest on
which is exempt from federal income tax pursuant to Section 103(b) of the
Internal Revenue Code of 1986, as amended, or (d) the Company applies the net
proceeds from the sale of the Shares,property so leased to the purchase of properties,
facilities or equipment to be used for operating purposes. (Section 1009)
Limitations on Unsecured Funded Debt of Restricted Subsidiaries
The Company will not permit any Restricted Subsidiary to incur or guarantee
any unsecured Funded Debt, except unsecured Funded Debt (a) owed to the Company
or any Wholly-owned Restricted Subsidiary, (b) existing at the time such
Restricted Subsidiary first became a Restricted Subsidiary, (c) which was
unsecured Funded Debt of any corporation existing at the time of merger or
consolidation with a Restricted Subsidiary, or (d) incurred for the purpose of
renewing or refunding unsecured Funded Debt permitted under clauses (b) and (c).
Notwithstanding the foregoing, a Restricted Subsidiary may incur or guarantee
unsecured Funded Debt if the Company or such Restricted Subsidiary could create
Secured Debt pursuant to the provisions described under "Limitations on Secured
Debt" above in an amount equal to such unsecured Funded Debt, without equally
and ratably securing the Debt Securities of any series. (Section 1010)
CERTAIN DEFINITIONS
"Consolidated Net Tangible Assets" is defined as (a) the total amount of
assets (less applicable reserves and other properly deductible items) which
under generally accepted accounting principles would be included on a
consolidated balance sheet of the Company and its Restricted Subsidiaries after
deducting therefrom (i) all current liabilities (excluding any portion which is
renewable or extendable at the option of the obligor to a time more than 12
months after the date of computation) and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, which in each case under generally accepted accounting principles
would be included on a consolidated balance sheet of the Company and its
Restricted Subsidiaries, less (b) the amount which would be so included on such
consolidated balance sheet for Investments (less applicable reserves) in
Unrestricted Subsidiaries.
"Funded Debt" is defined as (i) all indebtedness which matures, or which is
renewable or extendible at the option of the obligor to a time, more than 12
months after the time of computation and all guarantees thereof, and (ii) all
Preferred Stock of any Subsidiary. Indebtedness will not include obligations
under leases, or guarantees thereof, whether or not shown on a balance sheet as
liability items. The Company or any Restricted Subsidiary will be deemed to have
assumed Funded Debt secured by any Mortgage upon its property or assets whether
or not it has actually done so.
"Unrestricted Subsidiary" is defined to include foreign Subsidiaries or
Subsidiaries in territories or possessions of the United States or leasing, real
estate or financing Subsidiaries. All other Subsidiaries will be Restricted
Subsidiaries. In addition, Unrestricted Subsidiaries may become Restricted
Subsidiaries by designation of the Board of Directors; however, any such
persondesignation may be terminated thereafter by the Board of Directors if, but only
if, immediately thereafter the Company could create additional Secured Debt
pursuant to the provisions described above under "Certain
Restrictions--Limitations on Secured Debt" without equally and ratably securing
the Debt Securities. (Section 101)
9
11
MERGER AND CONSOLIDATION
The Indenture will provide that the Company may consolidate with or merge
into any other corporation, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, or may permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, provided that
in any such case (i) the successor corporation shall be a domestic corporation
and such corporation shall assume by a supplemental indenture the Company's
obligations under the Indenture, (ii) immediately after giving effect to such
transaction, no default shall have occurred and be continuing and (iii) if, as a
result of such transaction, properties or assets of the Company would become
subject to a Mortgage that would be prohibited pursuant to the provisions
described under "Certain Restrictions--Limitations on Secured Debt" above, the
Company or its successor will secure the Debt Securities equally and ratably
with (or prior to) all Indebtedness secured thereby. Upon compliance with these
provisions by a successor to the Company, the Company, (except in the case of a
lease) is relieved of its obligations under the Indenture and the Debt
Securities of any series. (Sections 801 and 802)
EVENTS OF DEFAULT
Each of the following will constitute an Event of Default under the
Indenture with respect to Debt Securities of any series: (a) failure to pay
principal of or any premium on any Debt Security of that series when due; (b)
failure to pay any interest on any Debt Securities of that series when due,
continued for 30 days; (c) failure to deposit any sinking fund payment, when
due, in respect of any Debt Security of that series; (d) failure to perform any
other covenant of the Company in the Indenture (other than a covenant included
in the Indenture solely for the benefit of a series other than that series),
continued for 60 days after written notice has been given the Trustee, or the
Holders of at least 10% in principal amount of the Outstanding Securities of
that series, as provided in the Indenture; (e) acceleration of the maturity of
any indebtedness for money borrowed by the Company in excess of $20 million, if
such acceleration has not been rescinded or annulled, within 10 days after
written notice has been given by the Trustee, or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series, as
provided in the Indenture, and (f) certain events in bankruptcy, insolvency or
reorganization. (Section 501)
If an Event of Default (other than an Event of Default described in clause
(f) above) with respect to the Debt Securities of any series at the time
Outstanding shall occur and be continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Securities of that
series by notice as provided in the Indenture may declare the principal amount
of the Debt Securities of that series (or, in the case of any Debt Security that
is an Original Issue Discount Security or the principal amount of which is not
then determinable, such portion of the principal amount of such Debt Security,
or such other amount in lieu of such principal amount, as may be specified in
the terms of such Debt Security) to be due and payable immediately. If an Event
of Default described in clause (f) above with respect to the Debt Securities of
any series at the time Outstanding shall occur, the principal amount of all the
Debt Securities of that series (or, in the case of any such arrangementOriginal Issue
Discount Security or other Debt Security, such specified amount) will
automatically, and without any action by the Trustee or any Holder, become
immediately due and payable. After any such acceleration, but before a judgment
or decree based on acceleration, the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration if all Events of
Default, other than the nonpayment of accelerated principal (or other specified
amount), have been cured or waived as provided in the Indenture. (Section 502)
For information as to waiver of defaults, see "Modification and Waiver".
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
will be disclosedunder no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such
10
12
Holders shall have offered to the Trustee reasonable indemnity. (Section 603)
Subject to such provisions for the indemnification of the Trustee, the Holders
of a majority in aggregate principal amount of the Outstanding Debt Securities
of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Debt Securities
of that series. (Section 512)
No Holder of a supplementSecurity of any series will have any right to institute any
proceeding with respect to the Indenture, or for the appointment of a receiver
or a trustee, or for any other remedy thereunder, unless (i) such Holder has
previously given to the Trustee written notice of a continuing Event of Default
with respect to the Debt Securities of that series, (ii) the Holders of at least
25% in aggregate principal amount of the Outstanding Debt Securities of that
series have made written request, and such Holder or Holders have offered
reasonable indemnity to the Trustee to institute such proceeding as trustee and
(iii) the Trustee has failed to institute such proceeding, and has not received
from the Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of that series a direction inconsistent with such request,
within 60 days after such notice, request and offer. (Section 507) However, such
limitations do not apply to a suit instituted by a Holder of a Debt Security for
the enforcement of payment of the principal of or any premium or interest on
such Security on or after the applicable due date specified in such Debt
Security. (Section 508)
The Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their knowledge,
is in default in the performance or observance of any of the terms, provisions
and conditions of the Indenture and, if so, specifying all such known defaults.
(Section 1004)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of 66 2/3% in aggregate
principal amount of the Outstanding Securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, (b) reduce the
principal amount of, or any premium or interest on, any Security, (c) reduce the
amount of principal of an Original Issue Discount Security or any other Security
payable upon acceleration of the Maturity thereof, (d) change the place or
currency of payment of principal of, or any premium or interest on, any
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Security, (f) reduce the percentage in
principal amount of Outstanding Securities of any series, the consent of whose
Holders is required for modification or amendment of the Indenture, (g) reduce
the percentage in principal amount of Outstanding Securities of any series
necessary for waiver of compliance with certain provisions of the Indenture or
for waiver of certain defaults or (h) modify such provisions with respect to
modification and waiver. (Section 902)
Holders of 66 2/3% in principal amount of the Outstanding Securities of any
series may waive compliance by the Company with certain restrictive provisions
of the Indenture. (Section 1011) The Holders of a majority in principal amount
of the Outstanding Securities of any series may waive any past default under the
Indenture except a default in the payment of principal, premium or interest and
certain covenants and provisions of the Indenture which cannot be amended
without the consent of the Holder of each Outstanding Debt Security of such
series affected. (Section 513)
The Indenture will provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver or other action under the Indenture
as of any date, (i) the principal amount of an Original Issue Discount Security
that will be deemed to be Outstanding will be the amount of the principal
11
13
thereof that would be due and payable as of such date upon acceleration of the
Maturity thereof to such date, (ii) if, as of such date, the principal amount
payable at the Stated Maturity of a Debt Security is not determinable (for
example, because it is based on an index), the principal amount of such Debt
Security deemed to be Outstanding as of such date will be an amount determined
in the manner prescribed for such Debt Security and (iii) the principal amount
of a Debt Security denominated in one or more foreign currencies or currency
units that will be deemed to be Outstanding will be the U.S. dollar equivalent,
determined as of such date in the manner prescribed for such Debt Security, of
the principal amount of such Debt Security (or, in the case of a Debt Security
described in clause (i) or (ii) above, of the amount described in such clause).
Certain Debt Securities, including those for whose payment or redemption money
has been deposited or set aside in trust for the Holders and those that have
been fully defeased pursuant to Section 1302, will not be deemed to be
Outstanding. (Section 101)
Except in certain limited circumstances, the Company will be entitled to
set any day as a record date for the purpose of determining the Holders of
Outstanding Debt Securities of any series entitled to give or take any
direction, notice, consent, waiver or other action under the Indenture, in the
manner and subject to the limitations provided in the Indenture. In certain
limited circumstances, the Trustee will be entitled to set a record date for
action by Holders. If a record date is set for any action to be taken by Holders
of a particular series, such action may be taken only by persons who are Holders
of Outstanding Debt Securities of that series of the record date. To be
effective, such action must be taken by Holders of the requisite principal
amount of such Debt Securities within a specified period following the record
date. For any particular record date, this Prospectus. Any Selling Shareholdersperiod will be 180 days or such
shorter period as may be specified by the company (or the Trustee, if it set the
record date), and may be shortened or lengthened (but not beyond 180 days) from
time to time. (Section 104)
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable Prospectus Supplement, the
Company may elect, at its option at any time, to have the provisions of Section
1302, relating to defeasance and discharge of indebtedness, or Section 1303,
relating to defeasance of certain restrictive covenants in the Indenture,
applied to the Debt Securities of any series, or to any specified part of a
series. (Section 1301)
Defeasance and Discharge
The Indenture will provide that, upon the Company's exercise of its option
(if any) to have Section 1302 applied to any Debt Securities, the Company will
be discharged from all its obligations with respect to such Debt Securities
(except for certain obligations to exchange or register the transfer of Debt
Securities, to replace stolen, lost or mutilated Debt Securities, to maintain
paying agencies and to hold moneys for payment in trust) upon the deposit in
trust for the benefit of the Holders of such Debt Securities of money or U.S.
Government Obligations, or both, which, through the payment of principal and
interest in respect thereof in accordance with their terms, will provide money
in an amount sufficient to pay the principal of and any brokerpremium and interest on
such Debt Securities on the respective Stated Maturities in accordance with the
terms of the Indenture and such Debt Securities. Such defeasance or dealer effectingdischarge
may occur only if, among other things, the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Company has received from, or there
has been published by the United States Internal Revenue Service a ruling, or
there has been a change in tax law, in either case to the effect that Holders of
such Debt Securities will not recognize gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit defeasance and discharge
were not to occur. (Sections 1302 and 1304)
12
14
Defeasance of Certain Covenants
The Indenture will provide that, unless such provision is made inapplicable
to the Debt Securities of any series pursuant to Section 301 of the Indenture
which will be indicated in the Prospectus Supplement applicable thereto, the
Company may omit to comply with certain restrictive covenants, including those
described under "Certain Restrictions" above and certain restrictions described
under "Consolidation, Merger and Sale of Assets" above and any that may be
described in the applicable Prospectus Supplement, and the occurrence of certain
Events of Default, which are described above in clause (d) (with respect to such
restrictive covenants) and clause (e) under "Events of Default" and any that may
be described in the applicable Prospectus Supplement, will be deemed not to be
or result in an Event of Default, in each case with respect to such Debt
Securities. The Company, in order to exercise such option, will be required to
deposit, in trust for the benefit of the Holders of such Debt Securities, money
or U.S. Government Obligations, or both, which, through the payment of principal
and interest in respect thereof in accordance with their terms, will provide
money in an amount sufficient to pay the principal of and any premium and
interest on such Debt Securities on the respective Stated Maturities in
accordance with the terms of the Indenture and such Debt Securities. The Company
will also be required, among other things, to deliver to the Trustee an Opinion
of Counsel to the effect that Holders of such Debt Securities will not recognize
gain or loss for federal income tax purposes as a result of such deposit and
defeasance amount, in the same manner and at the same times as would have been
the case if such deposit and defeasance were not to occur. In the event the
Company exercises this option with respect to any Debt Securities and such Debt
Securities are declared due and payable because of the occurrence of any Event
of Default, the amount of money and U.S. Government Obligations so deposited in
trust would be sufficient to pay amounts due on such Debt Securities at the time
of their respective Stated Maturities but may not be sufficient to pay amounts
due on such Debt Securities upon any acceleration resulting from such Event of
Default. In such case, the Company would remain liable for such payments.
(Sections 1303 and 1304)
NOTICES
Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register. (Sections
101 and 106)
TITLE
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name a Debt Security is registered as the absolute
owner thereof (whether or not such Debt Security may be overdue) for the purpose
of making payment and for all other purposes. (Section 308)
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the law of the State of New York. (Section 112)
REGARDING THE TRUSTEE
The Trustee and its affiliates provide credit to the Company and its
subsidiaries from time to time. The largest amount of indebtedness allowed, but
not fully utilized, to the Company and its subsidiaries from the Trustee and its
affiliates at any time during 1997 was $238,810,000. Additionally, affiliates of
the Trustee provide other banking services to the Company and its subsidiaries,
including cash management, letters of credit, foreign exchange, loans, and trade
letters of credit. The Company anticipates that it and its subsidiaries will
continue to conduct banking transactions with, and utilize other banking
services of, the Trustee and affiliates of the Trustee in the normal course of
their business.
13
15
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters and may
also sell Debt Securities directly to other purchasers or through agents. Such
underwriters may include Goldman, Sachs & Co. or a group of underwriters
represented by firms including one or more of Goldman, Sachs & Co. Goldman,
Sachs & Co. may also act as agents.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sales on his behalfof Debt Securities, underwriters or agents may
receive compensation from the Company or from purchasers of Debt Securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of Debt Securities may be deemed to be an
"underwriter" withinunderwriters, and any
discounts or commissions received by them and any profit on the meaningresale of Debt
Securities by them may be deemed to be underwriting discounts and commissions,
under the Securities Act of 1933, as amended. No
SharesAct. Any such underwriter or agent will be identified, and
any such compensation received from the Company will be described, in the
Prospectus Supplement.
Under agreements which 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
coveredentered into by the Registration Statement have been sold. The Company, is obligatedunderwriters,
dealers and agents who participate in the distribution of Debt Securities may be
entitled to supplement or amend the Registration Statement as and when requiredindemnification by
applicable rules and regulations for shelf registrations, and the Company has
agreed not to deregisteragainst certain liabilities,
including liabilities under the Shares by post-effective amendment withinSecurities Act.
If so indicated in the two
year period referred to above unless required to do so. OnceProspectus Supplement, the Registration
Statement is no longer effective, the Selling ShareholdersCompany will no longer be
able to sell the Shares pursuant to this Prospectusauthorize
underwriters or the Registration
Statement.
-8-
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 andother persons acting as the Company's Amended Articles of Incorporation and
Regulations, which are incorporatedagents to solicit offers
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
rightscertain institutions 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 toDebt Securities from the Company pursuant to
its rightcontracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Company. The obligations of any purchaser under any such contract will be
subject to repurchase the sharecondition that the purchase of the Offered Debt Securities shall
not at the market value fortime of delivery be prohibited under the Class A Common Shares. Class
B Common Shares may be transferred bylaws of the holder onlyjurisdiction to
which such purchaser is subject. The underwriters and such other agents will not
have any responsibility in respect of the validity or performance of such
contracts.
Goldman, Sachs & Co. has acted as financial advisor to the Company or certain
permitted transferees, a group which generally includes membersand has
performed services in connection with the underwriting and sale 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 powersecurities on
behalf 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
-9-
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.which it has received fees. 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 ratablyanticipates
that Goldman, Sachs & Co. will provide similar services in the entire
net assets offuture.
VALIDITY OF DEBT SECURITIES
Unless otherwise specified in a Prospectus Supplement, 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 herebyDebt Securities will be passed upon for the Company by Brouse & McDowell, 500 First National Tower, Akron,
Ohio, 44308-1471,
(216) 535-5711.
-10-
13and, if sold to or through underwriters, by Sullivan & Cromwell, New York,
New York.
EXPERTS
The consolidated financial statements and schedule of the Company appearing
in the Company's Annual Report on Form 10-K for its fiscal year ended February
28, 1994,1998, 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 upon the authority of
such firm as experts in accounting and auditing.
-11-14
1416
PART IIII. INFORMATION NOT REQUIRED IN PROSPECTUSPROSPECTUS.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by the
Registrant in connection with the issuance and distribution of the securities being registered (otherDebt
Securities, other than any underwriting discounts and commissions) are:commissions. All the amounts
shown are estimates, except for the Commission registration fee which is the
actual amount paid in connection with the registration of the $600,000,000
principal amount of Debt Securities being registered under this Registration
Statement.
Registration FeeSecurities and Exchange Commission registration fee......... $177,000
Blue Sky fees and expenses.................................. *
Accounting fees and expenses................................ *
Printing fees and expenses.................................. *
Legal fees and expenses..................................... *
Trustee fees and expenses................................... *
Miscellaneous............................................... *
--------
Total..................................................... $ 843.58
Legal Fees and Expenses 500.00*
Accounting Fees and Expenses 1,000.00*
Miscellaneous (transfer agent) 100.00
----------
Total $ 2,443.58*
==========
- ------------------------------
*
Estimated pursuant to Instruction to Item 511 of Regulation
S-K. All expenses of registration will be paid by the Company.========
- ---------------
* To be completed by Amendment.
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.Act.
ITEM 16. EXHIBITS.
4(a) Amended ArticlesSee the Exhibit Index at page E-1 of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(a) of itsthis Registration Statement No. 33-50255 on Form S-3,
filed with the Commission on September 15, 1993).
II-1
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).Statement.
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; 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 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
II-1
17
(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;
II-2
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Security
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-3II-2
1718
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrantRegistrant
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 and State of Ohio, onas of the 9th20th day of
January, 1995.
American Greetings CorporationMay, 1998.
AMERICAN GREETINGS CORPORATION
By: /s/ Jon Groetzinger, Jr.DALE A. CABLE
----------------------------------
Jon Groetzinger, Jr., Esq.
SeniorDale A. Cable
Vice President,
General Counsel and SecretaryTreasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statementRegistration 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 Titleindicated on May 20, 1998.
SIGNATURE TITLE
--------- -----
/s/ IRVING I. STONE Founder-Chairman; Chairman of the Executive
- -------------------------------------------- Committee; Director
Irving I. Stone
/s/ MORRY WEISS Chairman of the Board; Chief Executive
- -------------------------------------------- Officer; Director
Morry Weiss
/s/ EDWARD FRUCHTENBAUM* President; Chief Operating Officer; Director
- --------------------------------------------
Edward Fruchtenbaum
/s/ SCOTT S. COWEN* Director
- --------------------------------------------
Scott S. Cowen
/s/ HERBERT H. JACOBS* Director
- --------------------------------------------
Herbert H. Jacobs
/s/ ALBERT B. RATNER Director
- --------------------------------------------
Albert B. Ratner
/s/ HARRY H. STONE Director
- --------------------------------------------
Harry H. Stone
Director
- --------------------------------------------
Jeanette S. Wagner
/s/ MILTON A. WOLF Director
- --------------------------------------------
Milton A. Wolf
/s/ WILLIAM S. MEYER Senior Vice President; Chief Financial
- -------------------------------------------- Officer (principal financial officer)
William S. Meyer
/s/ PATRICIA L. RIPPLE Vice President; Corporate Controller
- -------------------------------------------- (principal accounting officer)
Patricia L. Ripple
* FOUNDER-CHAIRMANThe 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 an exhibit to this Registration
Statement.
/s/ JON GROETZINGER, JR.
- ------------------------------ 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
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-5May 20, 1998
II-3
19
AMERICAN GREETINGS CORPORATION
EXHIBIT INDEX
Sequential
Exhibit No. Page No.
DOCUMENT
NUMBER DOCUMENT NAME
- -------- -------------
1.1 Form of Underwriting Agreement*
4.1 Form of Trust Indenture by and between the Company and NBD
Bank*
4.2 Form of Debt Securities (included in Exhibit 4.1)*
5.1 Opinion of Brouse & McDowell as to the validity of the Debt
Services*
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Independent Auditors
23.2 Consent of Brouse & McDowell (included in Exhibit 5.1)
24.1 Power of Attorney*
25.1 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of NBD Bank
- ----------- ----------
4(a) Amended Articles of Incorporation
of the Registrant (incorporated---------------
*To be filed 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).Amendment