<SUBMISSION>
<ACCESSION-NUMBER>0000950152-01-500527
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20010320
<GROUP-MEMBERS>AGC INVESTMENTS, INC.
<GROUP-MEMBERS>AMERICAN GREETINGS CORPORATION
<GROUP-MEMBERS>AMERICAN PIE ACQUISITION CORP.
<GROUP-MEMBERS>AMERICANGREETINGS COM INC
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>EGREETINGS NETWORK INC
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<BUSINESS-ADDRESS>
<STREET1>149 NEW MONTGOMERY ST
<CITY>SAN FRANCISCO
<STATE>CA
<ZIP>94105
<PHONE>4153754100
</BUSINESS-ADDRESS>
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<STREET1>149 NEW MONTGOMERY ST
<CITY>SAN FRANCISCO
<STATE>CA
<ZIP>94105
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<DATE-CHANGED>19991012
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<BUSINESS-ADDRESS>
<STREET1>ONE AMERICAN RD
<CITY>CLEVELAND
<STATE>OH
<ZIP>44144-2398
<PHONE>2162527300
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<STREET1>ONE AMERICAN RD
<CITY>CLEVELAND
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<SEQUENCE>1
<FILENAME>l87276ascto-ta.txt
<DESCRIPTION>AMERICAN GREETINGS.COM/EGREETINGS NETWORK SCTO-T/A
<TEXT>

<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------
                                  SCHEDULE TO/A
                                 (RULE 14d-100)
            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (FINAL AMENDMENT)

                             -----------------------
                            EGREETINGS NETWORK, INC.
                       (Name of Subject Company (Issuer))

                         AMERICAN GREETINGS CORPORATION
                              AGC INVESTMENTS, INC.
                         AMERICAN PIE ACQUISITION CORP.
                           AMERICANGREETINGS.COM, INC.
                       (Name of Filing Persons (Offerors))

                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                         (Title of Class of Securities)

                                    282343102
                      (CUSIP Number of Class of Securities)
                             -----------------------
                              Tammy L. Martin, Esq.
                           AmericanGreetings.com, Inc.
                               Three American Road
                               Cleveland, OH 44144
                                 (216) 889-5000

                                    Copy to:
                                 Lyle G. Ganske
                           Jones, Day, Reavis & Pogue
                                   North Point
                               901 Lakeside Avenue
                               Cleveland, OH 44114
                                 (216) 586-3939

                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)
                             -----------------------
                            CALCULATION OF FILING FEE

    Transaction Valuation(1)                            Amount of Filing Fee(2)
    $30,829,435                                            $6,166


[X]      Check the box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and date of its filing.

         Amount Previously Paid:$6,166  Filing Party:   American Pie Acquisition
                                                        Corp.
                                                        AmericanGreetings.
                                                        com, Inc.

         Form or Registration No.: Schedule TO  Date Filed: February 12, 2001

[ ]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.


         Check the appropriate boxes below to designate any transactions to
         which the statement relates:

         [X] third-party tender offer subject to Rule 14d-1.

         [ ] issuer tender offer subject to Rule 13e-4.

         [X] going-private transaction subject to Rule 13e-3.

         [ ] amendment to Schedule 13D under Rule 13d-2.

         Check the following box if the filing is a final amendment reporting
         the results of the tender offer: [X]

--------

(1)      Estimated solely for purposes of calculating the amount of the filing
         fee. This amount assumes the purchase at $0.85 per share, pursuant to
         the Offer To Purchase, of all 33,007,900 shares of common stock (the
         "Shares"), of Egreetings Network, Inc. outstanding as of January 29,
         2001, and 2,817,720 Shares issuable upon exercise of certain options
         and 444,304 Shares issuable upon exercise of certain warrants.

(2)      The fee, calculated in accordance with Rule 0-11(d) of the Securities
         Exchange Act of 1934, is 1/50 of one percent of the aggregate of the
         value of the transaction.
<PAGE>   2
         This Final Amendment is to the Tender Offer Statement on Schedule TO,
originally filed on February 12, 2001 (the "Statement"), that relates to the
offer by American Pie Acquisition Corp. (the "Purchaser"), a Delaware
corporation and wholly owned subsidiary of AmericanGreetings.com, Inc., a
Delaware corporation ("Parent"), to purchase all outstanding shares of Common
Stock, par value $0.001 per share (the "Shares") of Egreetings Network, Inc., a
Delaware corporation (the "Company"), at a purchase price of $0.85 per Share,
net to the seller in cash, without interest on the terms and subject to the
conditions set forth in the Offer To Purchase, dated February 12, 2001 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"). This Statement is
being filed on behalf of Parent, Purchaser, American Greetings Corporation and
AGC Investments, Inc. Unless the context otherwise requires, capitalized terms
not defined in this Statement have the meanings assigned to them in the Offer to
Purchase.

         The Statement is hereby amended and/or supplemented as provided below:

ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

         Item 8 is hereby amended and supplemented by the following:

         Pursuant to the Offer, which expired at 3:00 p.m., Eastern Time, on
Monday, March 19, 2001, Purchaser purchased a total of 31,747,524 Shares,
representing approximately 94.89% of the outstanding Shares.

         In accordance with the terms of the Merger Agreement, after Purchaser
purchased the Shares, Purchaser merged with and into the Company on March 19,
2001, pursuant to the "short-form" merger procedure permitted under Section 253
of Delaware law. In connection with the Merger, each issued and outstanding
Share (other than those held by Parent, Purchaser or any other subsidiary of
Parent, any Shares held in the treasury of the Company or Shares with respect to
which appraisal rights will have been demanded and perfected in accordance with
applicable Delaware law) were converted into and represented the right to
receive $0.85 in cash, without interest.

ITEM 11. ADDITIONAL INFORMATION.

         Item 11 is hereby amended and supplemented by adding to the end thereof
the following:

         On March 19, 2001, Parent issued a press release, a copy of which is
included as exhibit (a)(11) hereto and incorporated herein by reference, which
announced that Purchaser completed the Offer and closed the acquisition for the
Company.

ITEM 12. EXHIBITS.

         Item 12 is hereby amended and supplemented to add the following
exhibit:

(a)(11)  Text of press release issued by Parent announcing the expiration of the
         Offer and the completion of the Merger, dated March 19, 2001
<PAGE>   3
                                    SIGNATURE

         After due 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.



Date: March 20, 2001      AMERICANGREETINGS.COM, INC.


                          By:               /s/ Maureen Spooner
                             -----------------------------------------
                                   Name:    Maureen Spooner
                                   Title:   Chief Financial Officer

                          AMERICAN PIE ACQUISITION CORP.


                          By:               /s/ Maureen Spooner
                             -----------------------------------------
                                   Name:    Maureen Spooner
                                   Title:   Vice President of Finance and
                                            Administration, Treasurer and
                                            Secretary

                          AMERICAN GREETINGS CORPORATION


                          By:               /s/ William S. Meyer
                             -----------------------------------------
                                   Name:    William S. Meyer
                                   Title:   Senior Vice President and
                                            Chief Financial Officer

                          AGC INVESTMENTS, INC.


                          By:               /s/ Dale Cable
                             -----------------------------------------
                                   Name:    Dale Cable
                                   Title:   Treasurer
<PAGE>   4
                                  EXHIBIT INDEX

(a)(11)  Text of press release issued by Parent announcing the expiration of the
         Offer and completion of the Merger, dated March 19, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.11
<SEQUENCE>2
<FILENAME>l87276aex99-a_11.txt
<DESCRIPTION>EXHIBIT (A)11
<TEXT>

<PAGE>   1
                                                                   Exhibit (a)11

                                                           FOR IMMEDIATE RELEASE

AMERICANGREETINGS.COM COMPLETES TENDER OFFER FOR EGREETINGS, CLOSES ACQUISITION

CLEVELAND (March 19, 2001) - AmericanGreetings.com today announced that it has
completed its cash tender offer for all of the outstanding shares of common
stock of Egreetings Network, Inc. (NASDAQ: EGRT) at 85 cents net per share, and
that the acquisition of Egreetings by AmericanGreetings.com has closed.

Josef Mandelbaum, chairman and chief executive officer of AmericanGreetings.com,
said the conclusion of the acquisition is a watershed event for the company.
"The addition of Egreetings will allow us to increase and diversify our audience
with popular and established brands," Mandelbaum said. "We are also very excited
to continue and hope to expand the exclusive relationship Egreetings has
established with the Microsoft Network. This acquisition adds to the momentum
we've been building since last year with both consumers and advertisers, and
should contribute to our goal of becoming profitable by the fourth quarter of
this calendar year."

In the offer, which commenced Feb. 12, 2001 and expired at 3 p.m. EST on March
19, 2001, a total of 31,747,524 shares of Egreetings common stock, or 94.89
percent of the outstanding shares, were validly tendered and not withdrawn, all
of which were accepted for payment.

Each share of Egreetings common stock not tendered was converted into the right
to receive 85 cents in cash, without interest, pursuant to a merger of
Egreetings with a wholly owned subsidiary of AmericanGreetings.com. The total
value of the transaction was approximately $28.4 million.

Mandelbaum said that both Egreetings and Beat Greets, its spin-off site, will
continue to operate as separate brands.

According to February's Nielsen//NetRatings for home and work Internet users,
AmericanGreetings.com was the 17th most visited site on the web with 13.2
million unique visitors, while Egreetings was 71st with 4.6 million unique
visitors. Accounting for the 6.4 percent overlap in the two audiences, the
combined company would have been the 12th most visited site on the web in
February with 16.8 million unique visitors.

ABOUT AMERICANGREETINGS.COM
<PAGE>   2
AmericanGreetings.com is the online greetings and personal expression subsidiary
of American Greetings Corporation (NYSE: AM), the world's largest publicly held
creator, manufacturer and distributor of greeting cards and social expression
products. AmericanGreetings.com consistently ranks as one of the top 20 Web
sites in terms of monthly unique visitors, according to Nielsen//NetRatings.
Through partnerships with AOL, AIM, ICQ and Netscape, AmericanGreetings.com (AOL
Keyword: AG) reaches 80 percent of all Web users. It offers more than 15,000
total greetings, the largest selection available on the Web. Branded content
available from AmericanGreetings.com includes online cards and entertainment
from Egreetings Network, and the eAgents newsletter, which consolidates and
delivers personalized content from the top sites on the Internet to subscribers.

                                       ###


INVESTOR CONTACT:                           MEDIA CONTACT:
DALE A. CABLE                               DAVID D. POPLAR
VICE PRESIDENT, TREASURER                   INVESTOR AND MEDIA RELATIONS MANAGER
(216) 252-7300                              (216) 252-4864




</TEXT>
</DOCUMENT>
</SUBMISSION>
