American Greetings Announces Tender Offer and
Consent Solicitation for 11.75 Percent Notes Due July 15, 2008
CLEVELAND, April 14 /PRNewswire-FirstCall/ -- American
Greetings Corporation (the "Corporation") today announced that it
has commenced a cash tender offer for all of its $196.4 million
outstanding 11.75 percent Senior Subordinated Notes due July 15,
2008 and a consent solicitation to amend the related note indenture.
The consent solicitation will seek consents from holders of the
notes to eliminate certain restrictive covenants and events of default
from the note indenture. The Corporation is undertaking this initiative
in an effort to reduce its future interest expense and to increase
its financial flexibility.
The tender offer and consent solicitation are subject
to the terms and conditions set forth in the Corporation's Offer
to Purchase and Consent Solicitation Statement dated April 14, 2004
(the "Offer to Purchase and Consent Solicitation Statement") and
will expire at 9 a.m., Eastern time, on May 12, 2004, unless extended.
The purchase price per $1,000 principal amount of
notes to be paid for each validly tendered note will be (1) the
redemption price of the notes plus scheduled interest to July 15,
2005 (the first optional redemption date with respect to the notes)
discounted based on a yield to July 15, 2005 that is equal to the
sum of (i) the yield on the 1.5 percent U.S. Treasury note due July
31, 2005, and (ii) a fixed spread of 50 basis points, less (2) an
amount equal to the consent payment. In addition, accrued and unpaid
interest will be paid on the tendered notes up to but not including
the payment date. The purchase price for each note will be set at
2 p.m. Eastern time on May 7,
2004, unless the expiration date is extended.
A consent payment of $20 per $1,000 of principal
amount of notes will be paid on the date the notes are purchased
to holders who tender their notes and provide their consents to
the proposed indenture amendments at or prior to 5 p.m. Eastern
time on April 27, 2004. Notes tendered and consents delivered at
or prior to 5 p.m. on April 27, 2004 may not be withdrawn or revoked
after
that time. Holders of notes tendered after such date will not receive
a consent payment.
The offer is subject to several conditions, including
the execution of an amendment to the credit agreement for the Corporation's
revolving credit facility, the tender of, and the receipt of consents
from holders of, at least a majority in aggregate principal amount
of the notes, the execution of a supplemental indenture amending
the note indenture, and other customary conditions. The Corporation
anticipates receiving the credit facility amendment by the expiration
date of the tender offer. The Corporation may amend, extend or terminate
the tender offer and consent solicitation at its sole discretion.
This press release is neither an offer to purchase
nor a solicitation of an offer to sell the notes. The tender offer
and consent solicitation will be made pursuant to the Offer to Purchase
and Consent Solicitation Statement and related materials, which
will be delivered to all note holders. Persons with questions regarding
the tender offer and the consent solicitation should contact UBS
Securities LLC, the Dealer Manager and Solicitation Agent, at (888)
722-9555 ext 4210, or Global Bondholder Services, the Information
Agent, at (212) 430-3774.
About American Greetings Corporation
American Greetings Corporation (NYSE: AM)
is one of the world's largest manufacturers of social expression
products. Along with greeting cards, its product lines include gift
wrap, party goods, reading glasses, candles, stationery, calendars,
educational products, ornaments and electronic greetings. Located
in Cleveland, Ohio, American Greetings generates annual net sales
of approximately $2 billion. For more information on the Corporation,
visit http://corporate.americangreetings.com/
.
The statements contained in this release that are
not historical facts are forward-looking statements. Actual results
may differ materially from those projected in the forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including but not limited to: retail bankruptcies and consolidations,
successful integration of acquisitions, successful transition of
management, a weak retail environment, consumer acceptance of products
as priced and marketed, the impact of technology on
core product sales, competitive terms of sale offered to customers,
successfully implementing supply chain improvements and achieving
projected cost savings from those improvements, and the Corporation's
ability to comply with its debt covenants. Risks pertaining specifically
to AmericanGreetings.com include the viability of online advertising
and subscriptions as revenue generators and the public's acceptance
of online greetings and other social expression products.
In addition, this release contains time-sensitive
information that reflects management's best analysis only as of
the date of this release.
American Greetings does not undertake any obligation to publicly
update or revise any forward-looking statements to reflect future
events, information or circumstances that arise after the date of
this release. Further information concerning issues that could materially
affect financial performance related to forward-looking statements
can be found in the Corporation's periodic filings with the Securities
and Exchange Commission.
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