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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) September 12, 2001
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1-13859
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Commission File Number
AMERICAN GREETINGS CORPORATION
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(Exact name of registrant as specified in Charter)
Ohio 34-0065325
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One American Road, Cleveland, Ohio 44144
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(Address of principal executive Offices) (Zip Code)
(216) 252-7300
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Registrant's telephone number, including
area code
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 12, 2001, Brewers Acquisition, Inc. ("Purchaser"), a wholly-owned
subsidiary of AmericanGreetings.com, Inc. ("AmericanGreetings.com"), acquired
the BlueMountain.com division ("BlueMountain.com") of At Home Corporation
("Excite@Home"). AmericanGreetings.com is a subsidiary of American Greetings
Corporation (the "Corporation").
The transaction was structured as a merger of a subsidiary of Excite@Home, EGCB,
Inc. ("EGCB"), into the Purchaser, pursuant to which the Purchaser acquired
substantially all of the assets and assumed certain liabilities associated with
BlueMountain.com in consideration for a purchase price of $35 million in cash,
subject to post-closing adjustments. The Corporation funded the transaction from
available cash at the date of acquisition.
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BlueMountain.com is an electronic greeting card publisher that offers free
animated and musical greeting cards that consumers can email to users of the
Internet. The BlueMountain.com website, www.bluemountain.com, offers thousands
of cards in nine languages as well as a variety of e-commerce gift offerings,
such as flowers, chocolates and gift baskets.
AmericanGreetings.com presently intends to operate BlueMountain.com as a
subsidiary under the name EGCB. However, AmericanGreetings.com will conduct a
further review of BlueMountain.com and its assets, corporate structure,
capitalization, operations, properties, policies, management and personnel.
After such review, AmericanGreetings.com will determine what changes, if any,
would be desirable in light of the circumstances that then exist.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a). Financial Statements of Business Acquired.
The financial statements of EGCB, Inc. for the periods specified in
Rule 3-05 (b) of Regulation S-X will be filed by amendment to this
Current Report on Form 8-K not later than sixty days after the date on
which this Current Report on Form 8-K is required to be filed.
(b). Pro Forma Financial Information.
The Pro Forma financial statements of American Greetings Corporation
required pursuant to Article 11 of Regulation S-X will be filed by
amendment to this Current Report on Form 8-K not later than sixty days
after the date on which this Current Report on Form 8-K is required to
be filed.
(c). Exhibits.
2.1 Agreement and Plan of Merger, dated as of September 12, 2001, by and
among AmericanGreetings.com, Inc., Brewers Acquisition, Inc., EGCB,
Inc. and At Home Corporation (incorporated herein by reference to
Exhibit 2.01 of At Home Corporation's Form 8-K received by the
Commission on September 18, 2001, File Number 000-22697).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN GREETINGS CORPORATION
By: /s/ Jon Groetzinger, Jr.
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Jon Groetzinger, Jr.
Senior Vice President
General Counsel & Secretary
September 27, 2001
EXHIBIT INDEX
Exhibit No.
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2.1 Agreement and Plan of Merger, dated as of September 12, 2001, by and
among AmericanGreetings.com, Inc., Brewers Acquisition, Inc., EGCB,
Inc. and At Home Corporation (incorporated herein by reference to
Exhibit 2.01 of At Home Corporation's Form 8-K received by the
Commission on September 18, 2001, File Number 000-22697).