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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to
Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 4)
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Gibson Greetings, Inc.
(Name of Subject Company)
Gibson Greetings, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Including the associated Preferred Share Purchase Rights)
(Title of Class of Securities)
374827103
(CUSIP Number of Class of Securities)
Frank J. O'Connell
Chairman of the Board, Chief Executive Officer
and President
Gibson Greetings, Inc.
2100 Section Road
Cincinnati, Ohio 45237
(606) 815-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
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Copies to:
Phillip R. Mills
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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This Amendment No. 4 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, as amended by Amendment No. 1 filed
December 7, 1999, Amendment No. 2 filed December 17, 1999 and Amendment No. 3
filed January 5, 2000 (as so amended, the "Schedule 14D-9") originally filed
with the Securities and Exchange Commission on November 9, 1999 by Gibson
Greetings, Inc., a Delaware corporation (the "Company"), in connection with the
offer by Granite Acquisition Corp., a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of American Greetings Corporation, an Ohio corporation
("Parent"), to purchase all outstanding Shares of the Company, at $10.25 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer To Purchase dated November 9, 1999 and the related
Letter of Transmittal (which together constitute the "Offer"), copies of which
are attached as Exhibits 11(a)(1) and 11(a)(2), respectively, to the Schedule
14D-1 dated November 9, 1999, as amended by Amendment No. 1 filed December 7,
1999, Amendment No. 2 filed December 17, 1999 and Amendment No. 3 filed January
4, 2000 (as so amended, the "Schedule 14D-1") of Purchaser and Parent.
All capitalized terms used in this Amendment No. 4 without definition have
the meanings attributed to them in the Schedule 14D-9.
The Schedule 14D-9 is hereby amended and/or supplemented as provided
below:
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On February 2, 2000, the Company and Parent issued a joint press release,
a copy of which is included as Exhibit L hereto and incorporated herein by
reference, which extended the expiration of the Offer until 5:00 pm, Eastern
time, on Thursday, March 2, 2000.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is amended and supplemented by adding the following exhibits:
L. Joint press release issued by Company and Parent on February 2, 2000.
SIGNATURE
After reasonable 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.
GIBSON GREETINGS, INC.
Date: February 2, 2000
By: /s/ James T. Wilson
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Name: James T. Wilson
Title: Executive Vice President,
Finance and Operations and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
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L Joint press release issued by Parent and the Company on
February 2, 2000.