1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest
Event Reported): September 1, 1998
GIBSON GREETINGS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-11902 52-1242761
- --------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2100 Section Road, Cincinnati, Ohio 45237
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (513)841-6600
--------------
2
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 3, 4, 5, 6, 8 and 9 are not applicable and are omitted from this
report.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 1, 1998, Gibson Greetings, Inc. (the "Company")
completed the sale of 100% of the capital stock of its wholly-owned subsidiary
The Paper Factory of Wisconsin, Inc., a Wisconsin corporation ("The Paper
Factory"), to PFW Acquisition Corp., a Delaware corporation ("PFW"). The Paper
Factory, based in Appleton, Wisconsin, operates 180 party good stores in 40
states and had net sales of approximately $86.1 million for the fiscal year
ended December 31, 1997.
The Company received approximately $36.4 million in cash in
the transaction. The price is subject to adjustment based on a post-closing
audit. There was no prior material relationship between PFW and the Company or
any of its affiliates or directors or officers or their associates. The
consideration was determined by arms-length bargaining between the Company and
PFW. The Company expects to continue to supply The Paper Factory with product
under a Supply Agreement having a term of seven years; however, the Supply
Agreement has no minimum purchase requirements, and sales to The Paper Factory
are not expected to be material to the Company's revenue or net income.
Item 7. Financial Statements and Exhibits
-----------------------------------------------------
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits
Number Description
------ -----------
10.1 Stock Purchase Agreement dated August 12,
1998 between Gibson Greetings, Inc. and PFW
Acquisition Corp.
- 2 -
3
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: September 15, 1998 GIBSON GREETINGS, INC.
By /s/ James T. Wilson
----------------------------
James T. Wilson
Executive Vice President -
Finance & Operations and
Chief Financial Officer
- 3 -