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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
(Final Amendment)
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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 Final Amendment 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, Amendment No. 3 filed January 5,
2000, Amendment No. 4 filed February 2, 2000 and Amendment No. 5 filed March 7,
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, Amendment No. 3 filed January 4, 2000,
Amendment No. 4 filed February 2, 2000, Amendment No. 5 filed March 2, 2000 and
the Final Amendment filed March 9, 2000 (as so amended, the "Schedule 14D-1") of
Purchaser and Parent.
All capitalized terms used in this Final Amendment 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Items 6(a) and (b) are hereby amended and supplemented by the following:
Pursuant to the Offer, which expired at 5:00 p.m., New York City Time,
on Wednesday, March 8, 2000, the Purchaser purchased a total of 15,431,420
Shares, representing approximately 97.4% of the outstanding Shares.
In accordance with the terms of the Merger Agreement, after the
Purchaser purchased the Shares, the Purchaser merged with and into the Company
on March 9, 2000, 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 owned by Parent or any direct or indirect
subsidiary of Parent, any Shares held in the treasury of the Company or Shares
with respect to which appraisal rights have been demanded and perfected in
accordance with applicable Delaware Law) were converted into and represent the
right to receive $10.25 in cash, without interest.
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: March 9, 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