SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
AMERICAN GREETINGS CORPORATION
(Name of Applicant)
One American Road
Cleveland, Ohio 44144
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED
Title of Class
7 3/8% Senior Notes
due June 1, 2016
Up to $22,000,000
aggregate principal amount
Approximate date of proposed public offering:
As soon as practicable after the effective date of this Application for Qualification.
Name and address of agent for service:
Catherine M. Kilbane, Esq.
Senior Vice President, General Counsel And Secretary
American Greetings Corporation
One American Road
Cleveland, Ohio 44144
With a copy to:
Katherine D. Brandt, Esq.
Thompson Hine LLP
335 Madison Avenue, 12th Floor
New York, New York 10017
The obligor hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment that specifically states that it shall supersede this application, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of the obligor.
This Amendment No. 1 to the Application for Qualification of Indentures on Form T-3 (File No. 022-28883) filed by American Greetings Corporation, an Ohio corporation (the Company), with the Securities and Exchange Commission on December 30, 2008 (the Application), is being filed solely to include Exhibits T3E.1 and T3E.2 to the Application. All other information in the Application is unchanged and has been omitted.
CONTENTS OF APPLICATION FOR QUALIFICATION
(a) Pages numbered 1 to 11, consecutively.
(b) The statement of eligibility and qualification on Form T-1 of The Bank of Nova Scotia Trust Company of New York, Trustee under the Indenture to be qualified (included as Exhibit T3G hereto).
(c) The following Exhibits in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the trustee:
|Exhibit T3A||Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K (File No. 001-13859, filed July 1, 2008)).|
|Exhibit T3B||Amended and Restated Regulations of the Company (incorporated by reference to Exhibit 3.2 to the Companys Annual Report on Form 10-K (File No. 001-13859, filed July 1, 2008)).|
|Exhibit T3C.1||Form of Indenture between the Company and The Bank of Nova Scotia Trust Company of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 001-13859, filed May 22, 2006).|
|Exhibit T3C.2||Form of First Supplemental Indenture between the Company and The Bank of Nova Scotia Trust Company of New York, as Trustee.**|
|Exhibit T3D||Not Applicable.|
|Exhibit T3E.1||Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code.*|
|Exhibit T3E.2||Disclosure Statement.*|
|Exhibit T3F||Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939.**|
|Exhibit T3G||Statement of eligibility and qualification of the Trustee on Form T-1.**|
|**||Filed previously with the Form T-3 filed on December 30, 2008.|
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, American Greetings Corporation, a corporation organized and existing under the laws of the State of Ohio, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Cleveland and State of Ohio, on the 7th day of January, 2009.
|American Greetings Corporation|
/s/ Catherine M. Kilbane
|Name:||Catherine M. Kilbane|
|Title:||Senior Vice President, General Counsel and Secretary|
/s/ Christopher W. Haffke
|Christopher W. Haffke|
|Assistant General Counsel and Assistant Secretary|