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 Notes tendered and consents delivered at or prior to 5 p.m. on April 27, 2004 may not be withdrawn or revoked after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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