Attached files
file | filename |
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8-K - FORM 8-K - AMERICAN GREETINGS CORP | d561881d8k.htm |
Exhibit 99.1
MEMO
TO: | Board of Directors and Executive Officers |
FROM: | Christopher W. Haffke, General Counsel and Secretary |
DATE: | June 28, 2013 |
RE: | Stock Transaction Blackout Period |
As you know, American Greetings Corporation (the Company) entered into an agreement to be acquired by a newly organized entity controlled by members of the Weiss family (the Acquisition). If the Acquisition is consummated, the American Greetings Stock Fund (the Stock Fund) in the American Greetings Retirement Profit Sharing and Savings Plan (the Plan) will be permanently frozen and liquidated with all Company common shares in the Stock Fund being exchanged for the consideration paid to shareholders under the terms of the Acquisition. During the blackout period that the Stock Fund is frozen and liquidated, Plan participants will be unable to direct or diversify investments in the Stock Fund or otherwise access their balances in the Stock Fund for any purpose (plan loans, withdrawals, distributions, etc.). If the Acquisition is not consummated, the Stock Fund will not be affected and there will be no blackout period.
The blackout period for the Plan is expected to begin on or around August 2, 2013, depending upon the effective date of the Acquisition, and end during the calendar week starting Sunday, August 4, 2013. We will notify you of any delays or changes in those dates. In addition, for current information on the timing of the blackout period, you may contact Mr. Haffke as set forth below.
Under the Sarbanes-Oxley Act of 2002 and applicable SEC regulations, certain trading restrictions will apply to the Companys directors and executive officers during the blackout period. Accordingly, this memo constitutes notice to you under Section 245.104 of SEC Regulation BTR of the imposition of a blackout period during which the trading prohibitions of Section 306(a) of the Sarbanes-Oxley Act will be in effect.
The Sarbanes-Oxley Act of 2002 prohibits corporate directors and executive officers from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity securities of the Company during a retirement plan blackout period unless the officer or director can establish that the equity securities were not acquired in connection with his or her service or employment as a director or executive officer in a manner consistent with applicable regulations. You should not assume that specific identification of shares will necessarily provide protection. This prohibition applies regardless of whether such securities are held within or outside of the Plan. Violation of these rules may subject the party improperly disposing of equity securities to a requirement to disgorge trading gains or to be subject to other sanctions.
Certain transactions which are normally permitted during stock trading blackout periods (such as stock option exercises) are not permitted during a retirement plan blackout period. The regulations do provide exceptions for a limited number of transactions, primarily those that take place automatically or in a manner that is outside the insiders control. Bona fide gifts are also exempted. A complete list of the exceptions to the insider trading rules can be found in the relevant SEC rules (at Section 245.101(c) of Regulation BTR). If you are considering a transaction involving the Companys securities during the blackout period, we recommend that you consult your legal advisor to determine whether the specific transaction is exempted from the insider trading rules.
If you have any questions regarding these restrictions or the blackout period, please contact me as follows:
Mr. Christopher W. Haffke
Vice President, General Counsel and Secretary
American Greetings Corporation
One American Road
Cleveland, Ohio 44144-2398
Ph: (216) 252-7300
Fax: (216) 252-6741
Email: chris.haffke@amgreetings.com