-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RnfN7QEy09c0ziWEeDCuhYYb6SKcPveCOdUAjpK3NKNyFatPnmM4MCtcz0j2Of8a Mwdyum6dggWUBxyXrVII9w== 0000950152-99-009764.txt : 19991220 0000950152-99-009764.hdr.sgml : 19991220 ACCESSION NUMBER: 0000950152-99-009764 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991217 GROUP MEMBERS: AMERICAN GREETINGS CORP GROUP MEMBERS: GRANITE ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIBSON GREETINGS INC CENTRAL INDEX KEY: 0000717829 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 521242761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-34974 FILM NUMBER: 99777121 BUSINESS ADDRESS: STREET 1: 2100 SECTION RD CITY: CINCINNATI STATE: OH ZIP: 45237 BUSINESS PHONE: 5138416600 FILED BY: 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 14D1/A 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 SC 14D1/A 1 GIBSON GREETINGS/AMERICAN GREETINGS SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Gibson Greetings, Inc. - -------------------------------------------------------------------------------- (Name of Subject Company) Granite Acquisition Corp.; American Greetings Corporation - -------------------------------------------------------------------------------- (Bidders) Common Stock, Par Value $0.01 Per Share (Including Associated Series B Preferred Stock Purchase Rights) - -------------------------------------------------------------------------------- (Title of Class of Securities) 374827103 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Jon Groetzinger, Jr., Esq. One American Road Cleveland, Ohio 44114 (216) 252-7300 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copy to: Lyle G. Ganske, Esq. Jones, Day, Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, Ohio 44114 (216) 586-3939 2 This Amendment No. 2 is to the Tender Offer Statement on Schedule 14D-1, originally filed on November 9, 1999 (as thereafter amended, the "Statement"), that relates to the offer by Granite Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of American Greetings Corporation, an Ohio corporation ("Parent"), to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Gibson Greetings, Inc., a Delaware corporation (the "Company") and the associated Series B Preferred Stock Purchase Rights (the "Rights"), issued pursuant to the Rights Agreement, dated September 8, 1999, between the Company and The Bank of New York, as Rights Agent (as the same may be amended, the "Rights Agreement"), at a purchase price of $10.25 per Share and associated Right (subject to possible upward adjustment), net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 9, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). This Statement is being filed on behalf of the Purchaser and Parent. Unless the context otherwise requires, capitalized terms not defined in this Amendment have the meanings assigned to them in the Offer to Purchase. The Statement is hereby amended and/or supplemented as provided below: ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended and supplemented by adding to the end thereof the following: On December 17, 1999, Parent and the Company issued a press release, a copy of which is included as exhibit (a)(10) hereto and incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following exhibit: (a)(10) Joint press release issued by Parent and the Company on December 17, 1999. 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. Dated: December 17, 1999 GRANITE ACQUISITION CORP. By: /s/ Dale Cable ------------------------------- Name: Dale Cable Title: Treasurer AMERICAN GREETINGS CORPORATION By: /s/ Dale Cable ------------------------------- Name: Dale Cable Title: Treasurer 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- (a)(10) Joint press release issued by Parent and the Company on December 17, 1999. EX-99.A.10 2 EXHIBIT (A)(10) 1 Exhibit (a)(10) DEPARTMENT OF JUSTICE REQUESTS MORE INFORMATION ON AMERICAN GREETINGS' ACQUISITION OF GIBSON GREETINGS Cleveland, OH -- December 17, 1999 -- American Greetings (NYSE: AM) and Gibson Greetings (Nasdaq: GIBG) today announced that they have received a request for additional information from the Antitrust Division of the Department of Justice ("DOJ") in connection with the proposed acquisition of Gibson Greetings by American Greetings. American Greetings and Gibson Greetings noted that such a request is not unusual in these circumstances. The companies will work expeditiously to respond to and cooperate with the DOJ's request. American Greetings' tender offer for Gibson Greetings is currently scheduled to expire on January 5, 2000. If necessary, American Greetings will extend the tender offer as appropriate. The information agent for the offer is Corporate Investor Communications, Inc. Questions about the offer may be addressed to them at 877-842-2411. American Greetings is the world's largest publicly held creator, manufacturer and distributor of greeting cards and social expression products. With headquarters in Cleveland, Ohio, American Greetings employs more than 21,000 associates around the world and has one of the largest creative studios in the world. For more information on American Greetings, visit our site on the World Wide Web at www.americangreetings.com. Gibson Greetings, Inc., an industry innovator in the greeting card business, is pursuing a strategy of marketing relationship-fostering products that provide strong entertainment value. Gibson distributes more than 24,000 individual relationship communication products (over 5,000 new products last year), including greeting cards, gift wrap, party goods and licensed products. E-mail greetings featuring Gibson content are available through the Egreetings Network (www.egreetings.com), in which Gibson holds a minority equity interest. Gibson cards are also available through the Internet from Sparks.com (www.sparks.com), a leading online provider of greeting cards. For more information on Gibson Greetings, please visit our web site at www.gibsongreetings.com. Contact: - -------- Dale A. Cable Jim King Vice President, Treasurer Manager, Investor & Media Relations American Greetings Corporation American Greetings Corporation (216) 252-7300 (216) 252-4864 Adam Friedman James T. Wilson Adam Friedman Associates Chief Financial Officer (212) 391-7596 Gibson Greetings, Inc. adam@adam-friedman.com (606) 815-6000 # # # -----END PRIVACY-ENHANCED MESSAGE-----