UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
American Greetings Corporation
(Name of Issuer)
Class B Common Shares, Par Value $1.00
(Title of Class of Securities)
026375-20-4
(CUSIP Number)
Zev Weiss
Jeffrey Weiss
One American Road
Cleveland, Ohio 44144
(216) 252-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
James P. Dougherty
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
July 3, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 026375-20-4 | Schedule 13D | Page 2 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zev Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
526,541 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
526,541 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,541 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 026375-20-4 | Schedule 13D | Page 3 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
344,764 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
344,764 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,764 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 026375-20-4 | Schedule 13D | Page 4 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gary Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
11,430 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
11,430 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,430 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 026375-20-4 | Schedule 13D | Page 5 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elie Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
23,430 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
23,430 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,430 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 026375-20-4 | Schedule 13D | Page 6 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Morry Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
288,919 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
288,919 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,919 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7% | |||||
14 | TYPE OF REPORTING PERSON*
IN |
CUSIP No. 026375-20-4 | Schedule 13D | Page 7 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Judith Stone Weiss | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
78,800 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
78,800 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,800 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% | |||||
14 | TYPE OF REPORTING PERSON*
00 |
CUSIP No. 026375-20-4 | Schedule 13D | Page 8 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Irving I. Stone Limited Liability Company | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
1,818,182 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,818,182 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,818,182 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.4% | |||||
14 | TYPE OF REPORTING PERSON*
00 |
CUSIP No. 026375-20-4 | Schedule 13D | Page 9 of 11 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Irving I. Stone Foundation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
OO - See Item 3 | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
203,964 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
203,964 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,964 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% | |||||
14 | TYPE OF REPORTING PERSON*
00 |
CUSIP No. 026375-20-4 | Schedule 13D | Page 10 of 11 Pages |
Explanatory Note
This Amendment No. 6 to Schedule 13D (this Amendment) amends the Schedule 13D filed by the Reporting Persons on September 26, 2012, as amended by Amendment No. 1 to Schedule 13D dated November 5, 2012, Amendment No. 2 to Schedule 13D dated December 26, 2012, Amendment No. 3 to Schedule 13D dated January 17, 2013, Amendment No. 4 to Schedule 13D dated April 1, 2013 and Amendment No. 5 to Schedule 13D dated July 1, 2013 (the Schedule 13D). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as follows:
The aggregate value of the transaction contemplated by the Merger Agreement and as further described in Item 4 below (the Transaction), including debt incurred, refinanced or to remain outstanding in connection with the Transaction, is $879.1 million.
The Transaction will be financed through a combination of (i) cash funded by a $240.0 million non-voting preferred stock investment committed by Koch AG Investment, LLC, a Delaware limited liability company (Koch) pursuant to a Series A Preferred Stock Purchase Agreement, dated as of March 29, 2013 (the Stock Purchase Agreement), among Century Intermediate Holding Company, a Delaware corporation (Parent), Koch, and, solely for purposes of Section 12.9 thereof, Zev Weiss, Morry Weiss, Jeffrey Weiss and Koch Industries, Inc., and (ii) $600 million in committed debt financing, consisting of a $350 million term loan and a $250 million revolving credit facility pursuant to a Commitment Letter, dated March 29, 2013 (the Commitment Letter), among Parent, Bank of America, N.A., Deutsche Bank AG New York Branch, Key Bank National Association, Macquarie Capital USA, Inc. and PNC Bank National Association (the Commitment Parties), as amended by the Amendment to Commitment Letter, dated July 3, 2013 (the Commitment Letter Amendment), among Parent and the Commitment Parties. The Stock Purchase Agreement, the Commitment Letter and the Commitment Letter Amendment are filed as Exhibits 6, 7 and 14 hereto, respectively, and are incorporated by reference into this Item 3. The foregoing descriptions of the Stock Purchase Agreement, the Commitment Letter and the Commitment Letter Amendment do not purport to be complete, and are qualified in their entirety by reference to the full text of those documents.
In addition, the Reporting Persons (excluding the Irving Stone Foundation) entered into a Rollover and Contribution Agreement, dated March 29, 2013 (the Rollover Agreement), among the Reporting Persons (other than the Irving Stone Foundation) (the Family Shareholders), Parent and Three-Twenty-Three Family Holdings, LLC, a Delaware limited liability company (Family LLC). Pursuant to the Rollover Agreement, the Family Shareholders will, subject to the terms and conditions contained therein and immediately prior to the effective time of the Merger (as defined below), contribute approximately 2.33 million Class A Shares and, Class B Shares, consisting of all of the Class A Shares and Class B Shares owned by the Family Shareholders (the Rolled Shares) to Family LLC in exchange for all of the equity interests in Family LLC. Family LLC will, in turn, contribute the Rolled Shares to Parent in exchange for all of the common equity interests in Parent. The Issuer is not a party to the Rollover Agreement. The Rollover Agreement is filed as Exhibit 8 hereto and is incorporated by reference into this Item 3. The foregoing description of the Rollover Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text thereof.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented with the following information:
On July 3, 2013, the Issuer published a press release (the Amendment Press Release) announcing that it had entered into Amendment No. 1 to Agreement and Plan of Merger, dated July 3, 2013 (the Merger Agreement Amendment), among Parent, Merger Sub and the Issuer, amending the Merger Agreement and providing for, among other things, the consideration to be received in respect of the shares of the Company (other than shares owned by the Issuer, Parent (which will include at the effective time all the shares held by the Family Shareholders) and those holders who have properly exercised dissenters rights under Ohio law) to be increased from $18.20 to $19.00 (in both cases in cash, without interest and subject to any withholding taxes). The Amendment Press Release and the Merger Agreement Amendment are filed as Exhibits 15 and 16 hereto, respectively, and incorporated by reference into this Item 4. The foregoing descriptions of Amendment Press Release and the Merger Agreement Amendment do not purport to be complete, and are qualified in their entirety by reference to the full text of those documents.
In connection with the execution of the Merger Agreement Amendment, the Reporting Persons entered into Amendment No. 1 to Guaranty and Voting Agreement, dated July 3, 2013 (the Guaranty and Voting Agreement Amendment), among the Reporting Persons and the Issuer, amending the Guaranty and Voting Agreement and providing that, if so requested by a majority of the board of directors of the Issuer (excluding the Family Shareholders who are members of the board) at the meeting of the shareholders of the Issuer with respect to the Transaction or any adjournment thereof, the Reporting Persons will vote their shares of the Issuer in favor of any adjournment, postponement or recess. The Guaranty and Voting Agreement Amendment is filed as Exhibit 17 hereto and is incorporated by reference into this Item 4. The foregoing description of the Guaranty and Voting Agreement Amendment does not purport to be complete, and is qualified in its entirety by reference thereto.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby supplemented with the following information:
See the discussion in Item 4 regarding the Merger Agreement Amendment and the Guaranty and Voting Agreement Amendment. Such descriptions of the Merger Agreement Amendment and the Guaranty and Voting Agreement Amendment do not purport to be complete, and are qualified in their entirety by reference to the full text of the Merger Agreement Amendment and the Guaranty and Voting Agreement Amendment, which are filed as Exhibits 16 and 17 hereto, respectively, and incorporated by reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by inserting at the end thereof the following:
Exhibit 14 | Amendment to Commitment Letter, dated July 3, 2013, among Parent and the Commitment Parties | |
Exhibit 15 | Press Release, dated July 3, 2013 | |
Exhibit 16 | Amendment No. 1 to Agreement and Plan of Merger, dated July 3, 2013, among Parent, Merger Sub and the Issuer | |
Exhibit 17 | Amendment No. 1 to Guaranty and Voting Agreement, dated July 3, 2013, among the Reporting Persons and the Issuer |
CUSIP No. 026375-20-4 | Schedule 13D | Page 11 of 11 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: July 3, 2013
/s/ Zev Weiss | ||
Zev Weiss | ||
/s/ Jeffrey Weiss | ||
Jeffrey Weiss | ||
/s/ Gary Weiss | ||
Gary Weiss | ||
/s/ Elie Weiss | ||
Elie Weiss | ||
/s/ Morry Weiss | ||
Morry Weiss | ||
/s/ Judith Stone Weiss | ||
Judith Stone Weiss | ||
IRVING I. STONE LIMITED LIABILITY COMPANY | ||
By: | /s/ Gary Weiss | |
Name: | Gary Weiss | |
Title: | Manager | |
IRVING I. STONE FOUNDATION | ||
By: | /s/ Gary Weiss | |
Name: | Gary Weiss | |
Title: | President |