0001140361-13-016906.txt : 20130419 0001140361-13-016906.hdr.sgml : 20130419 20130419161257 ACCESSION NUMBER: 0001140361-13-016906 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130419 DATE AS OF CHANGE: 20130419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GREETINGS CORP CENTRAL INDEX KEY: 0000005133 STANDARD INDUSTRIAL CLASSIFICATION: GREETING CARDS [2771] IRS NUMBER: 340065325 STATE OF INCORPORATION: OH FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14133 FILM NUMBER: 13771751 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: CLEVELAND STATE: OH ZIP: 44144 BUSINESS PHONE: 2162527300 MAIL ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: CLEVELAND STATE: OH ZIP: 44144 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOWERVIEW LLC CENTRAL INDEX KEY: 0001166573 IRS NUMBER: 134159490 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129356655 MAIL ADDRESS: STREET 1: 500 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 formsc13da.htm TOWERVIEW LLC SC 13D A 4-18-2013 (AMERICAN GREETINGS CORPORATION) formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.  1  )*
 
American Greetings Corporation
(Name of Issuer)
 
Class A Common Shares
(Title of Class of Securities)
 
026375105
(CUSIP Number)
 
Daniel R. Tisch
c/o TowerView LLC
500 Park Avenue
New York, New York 10022
(212) 935-6655
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
April 18, 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 Rule 13d-1(e), 13d-1(f) or 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 person’s 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 (the “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).
 
 
 
 
 
SCHEDULE 13D

CUSIP No. 026375105
  
Page 2 of 6 Pages
 
1
NAMES OF REPORTING PERSONS
TowerView LLC
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS (See Instructions)
WC
 
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
  
 
7
SOLE VOTING POWER
1,778,455
 
NUMBER OF
SHARES
BENEFICIALLY
8
SHARED VOTING POWER
-0-
 
OWNED BY
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
1,778,455
 
PERSON WITH
10
SHARED DISPOSITIVE POWER
-0-
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,778,455
 
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
 
  
14
TYPE OF REPORTING PERSON (See Instructions)
IV
 
  
 
 
 
 
 
Item 1.
Security and Issuer.
 
This statement relates to the Class A Common Shares (the “Common Shares”), of American Greetings Corporation, an Ohio corporation (the “Company”), whose principal executive offices are located at One American Road, Cleveland, Ohio 44114.
 
Item 2.
Identity and Background.
 
This statement is being filed by TowerView LLC (“TowerView”), a Delaware limited liability company whose principal office is located at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.  TowerView’s principal business is investments.  TowerView is controlled by Daniel R. Tisch, whose present principal occupation is General Member, TowerView LLC, 500 Park Avenue, New York, New York 10022.  During the last five years, neither TowerView nor Daniel R. Tisch has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.  Daniel R. Tisch is a citizen of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The $34,050,158.90 spent by TowerView to acquire the Common Shares beneficially owned by it were provided from TowerView’s working capital.
 
Item 4.
Purpose of Transaction.
 
No change.

Item 5.
Interest in Securities of the Issuer.
 
TowerView has sole power to vote and sole power to dispose of an aggregate of 1,778,455 Class A Common Shares as of April 18, 2013, or 6.1% of the 29,011,853 Class A Common Shares that the Company reported as outstanding in the Preliminary Proxy Statement as filed with the Securities and Exchange Commission on April 17, 2013
 
TowerView effected transactions on the New York Stock Exchange and the third market and exercise of publicly traded options in the Class A Common Shares of the Company during the 60 days preceding the filing of this statement as follows:
 
Date
  
Transaction
  
Quantity
    
Price per share
  
4/18/2013
  
Purchase
     28,455     $ 18.2079  
                     
4/18/2013
  
Purchase via Exercise of April 2013 $17.50 Call
       40,000     $ 17.6626  
 
 
Page 3 of 5 Pages
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
None.
 
Item 7.
Material to Be Filed as Exhibits.
 
TowerView sent two letters (dated Novemeber 30, 2012 and January 18, 2013) to the Special Committee of the Board of Directors of American Greetings.  The letters are attached as exhibits to this Amended 13-D.
 
 
Page 4 of 5 Pages
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  April 19, 2013
      
 
TowerView LLC
  
     
 
By
 /s/   Daniel R. Tisch  
   
Daniel R. Tisch
  
   
General Member
  
 
 
Page 5 of 5 Pages
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm
EXHIBIT 99.1
 
TOWERVIEW LLC
500 PARK AVENUE
NEW YORK, N.Y. 10022
(212) 935-6655

November 30, 2012

Special Committee
American Greetings
Cleveland, Ohio

Dear Sirs –

TowerView LLC has been a major shareholder of American Greetings since January of 2006.  We have during this period owned between 3% and 8% of the Class A Common Stock.  We currently own just over 5% of this class of stock.  We wish to share our views with the Special Committee as it evaluates the opportunities that are available.

We believe that there is no reason at this point to permit the Weiss Family to take the company private.   All shareholders would be well served by continuing to use free cash flow to repurchase shares of common stock.   Over the last seven years the company has spent nearly $700 million repurchasing company shares.  Currently the market capitalization of the company is just over $500 million.  During this period the company has also done a number of acquisitions and reinvested in the technology platform that is necessary for the business.  The company has also changed the model for how they handle the sale of greeting cards, going more and more to scan based trading.  If the company were to use the expected cash flow over the next seven years to continue to repurchase shares the result would be to drive the share price significantly higher.   An example of the benefits of a consistent multi-year repurchase plan would be to look at the successful accomplishments of a company like AutoZone.  American Greetings is currently at the pivot point where continued repurchases will reap large rewards for continuing shareholders.

If the Committee has an interest in pursuing a transaction with the Weiss Family, given their control through the Class B stock of votes in excess of 50% despite owning just over 10% of the equity, it should only be done where there is a true ability to make sure that the price being offered to terminate our ownership of the company is fair.  To accomplish this we would recommend that the committee does not engage with the Weiss Family on a going private transaction until the Family truly gives the Committee the tools necessary to make sure that any transaction is fair to the public shareholders.   This could be accomplished in a simple manner.  The Family should give to the Special Committee the right to commit and sell their ownership in the Company if another party is willing to pay at least 1 cent more for all shares than an agreed upon deal with the Family.  This is how the Committee can be sure that the price that the Weiss Family is proposing is truly fair to the public shareholders.

Over the years the Weiss Family has been permitted to achieve voting control of the company through repurchase of common stock along with a program where the stock options granted to the Weiss Family has been exercisable into Class B stock.  We believe that this has been and continues to be to the detriment of public shareholders.

Alternatively, the Special Committee should compare the values that would be unlocked for all shareholders by turning down the Weiss Family proposal and pursuing a leverage recap.  This could be accomplished via a large special dividend made up of cash and possibly other securities of the company.

This letter has only been a high level view of some of the issues that we perceive that the Committee should be addressing in assessing the relative merits of any possible transaction.  We would welcome the opportunity to explore with the Committee in more depth our view of the opportunities that are available to all shareholders at this juncture in American Greetings’ history.
 
 
Sincerely,
   
 
Daniel R. Tisch
 
 
EX-99.2 3 ex99_2.htm EXHIBIT 99.2 ex99_2.htm
EXHIBIT 99.2
 
TOWERVIEW LLC
500 PARK AVENUE
NEW YORK, N.Y. 10022
(212) 935-6655

January 18, 2013

Special Committee
American Greetings
Cleveland, Ohio 44144

Dear Sirs –

We have reviewed the amended 13-D filed by the Weiss family following the close of the stock market on January 17th.  We would like to share our views as to how the Special Committee should address the updated proposal included with this filing.

We believe that the new proposal continues to grossly undervalue the equity of American Greetings.  The proposal falls woefully short of the conditions that we indicated in our letter of November 30th, 2012 (a copy of which is attached) that could possibly lead to a determination of fairness of any proposal from a holder using coercive tactics to the detriment of all other owners.  The Weiss family holds approximately 10% of the equity, but is using the 50% of the total voting power to try to ramrod through a transaction that is unfair.

The Special Committee, based on the announcement of its formation on October 19th, 2012, “is also authorized to review and evaluate other options available to the Company.”  The Special Committee should reject the Weiss family proposal and pursue a possible leveraged recapitalization of the Company.  One form of such a transaction could be to do a recapitalization that would effectively pay all shareholders $10 per share in cash and distribute a further $5 per share in market value of a new issue of preferred stock.  Shareholders would continue to hold their respective equity of the company.  They will have received back value in excess of the price that the common stock was trading at prior to the Weiss proposal.  We believe that the “new” common stock of the Company would trade at an immediate price such that this recapitalization would deliver a value to all shareholders in excess of the $17.50 proposal to terminate all non–Weiss shareholders’ interests in American Greetings.

As indicated in the letter dated January 17th, 2013 from the Weiss family they had commitments “for over $700 million of bank financing”.  This indicates to us that a recapitalization of the Company would be eminently financeable.

According to the Company’s 10-K for the fiscal year ended February 29, 2012, American Greetings has 15,832,968 authorized share of Class B common stock.  The Board of Directors could level the playing field for all shareholders by declaring a stock dividend of 0.4 shares of Class B common stock to all shareholders.  Such a tactic would be to reduce the voting power of the Weiss family from approximately 50% to nearly 20%.  At that point the Special Committee and the Board of Directors would be in a position to exercise its duties.

We believe that the obligation of the Special Committee and the entire Board is to do what is best for ALL shareholders, not just a minority shareholder who wishes to use voting control to the detriment of 90% of the shareholders.

We would be available and would welcome the opportunity to discuss this and other thoughts with the Special Committee.

 
Sincerely,
   
 
Daniel R. Tisch