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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1998
REGISTRATION NO. 333-53197
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
AMENDMENT NO. 1 TO
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 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE AMERICAN ROAD, OHIO 44144 (216) 252-7300
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JON GROETZINGER, JR.
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 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: From 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 form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following 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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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AMERICAN GREETINGS CORPORATION
AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT (REG. NO. 333-53197)
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This Amendment No. 1 is being filed solely for the purpose of filing certain
Exhibits.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.
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 Debt
Securities, other than underwriting discounts and 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.
Securities and Exchange Commission registration fee......... $ 177,000
Blue Sky fees and expenses.................................. 5,000
Accounting fees and expenses................................ 10,000
Printing fees and expenses.................................. 20,000
Legal fees and expenses..................................... 25,000
Trustee fees and expenses................................... 10,000
Miscellaneous............................................... 3,000
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Total..................................................... $ 250,000
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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.
ITEM 16. EXHIBITS.
See the Exhibit Index at page E-1 of this Registration 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.
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(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Cleveland and State of Ohio, as of the 5th day of
June, 1998.
AMERICAN GREETINGS CORPORATION
By: /s/ DALE A. CABLE
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Dale A. Cable
Vice President,
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 20, 1998.
SIGNATURE TITLE
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/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
* 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 an exhibit to this Registration
Statement.
/s/ JON GROETZINGER, JR.
- ------------------------------------
Jon Groetzinger, Jr., Esq.
Attorney-in-fact
June 5, 1998
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AMERICAN GREETINGS CORPORATION
EXHIBIT INDEX
DOCUMENT
NUMBER DOCUMENT NAME
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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
Securities
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*
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*Previously filed