PAGE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 2) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-11902 GIBSON GREETINGS, INC. Incorporated under the laws IRS Employer of the State of Delaware Identification No. 52-1242761 2100 Section Road, Cincinnati, Ohio 45237 Telephone Number: Area Code 513-841-6600 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value; Preferred Stock Purchase Rights Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the Common Stock, $.01 par value, of the registrant held by non-affiliates of the registrant as of June 12, 1995 was approximately $ 183,022,000. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 16,089,829 shares of Common Stock, $.01 par value, at June 12, 1995. Documents incorporated by reference: Portions of Gibson Greetings, Inc.'s Proxy Statement for the 1994 Annual Meeting of Stockholders are incorporated by reference in Part III. PAGE In late March 1995, the Securities and Exchange Commission (SEC) advised the Company that it believed that the Company should restate its 1993 consolidated financial statements due to the SEC's allegation that Bankers Trust caused the Company to materially understate its unrealized losses related to certain derivative transactions during 1993. The Company has restated its 1993 consolidated financial statements to reflect unrealized losses on certain derivative transactions during 1993. The restated 1993 consolidated financial statements can be found in the Company's Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 1994 and reference should be made to that document for the restated 1993 financial results. The restatement affects the following items: Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary Data PAGE SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized as of the 19th day of June 1995. Gibson Greetings, Inc. By /s/ William L. Flaherty ----------------------- William L. Flaherty Vice President - Finance and Chief Financial Officer