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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): November 2, 1999
GIBSON GREETINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-11902 52-1242761
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2100 Section Road, Cincinnati, Ohio 45237
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(Address of principal executive offices)
Registrant's telephone number, including area code: (513)841-6600
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INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from this report.
Item 5. Other Events.
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On November 2, 1999, Gibson Greetings, Inc. (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
American Greetings Corporation ("American") and American's wholly-owned
subsidiary Granite Acquisition Corp. ("Granite") providing for the acquisition
of the Company by American. The Merger Agreement contemplates that Granite will
offer to acquire all of the Company's outstanding shares at a price of $10.25
per share. Following the consummation of the tender offer, Granite will be
merged into the Company and any remaining shares (other than those held by
American or by dissenting stockholders) will be changed into a right to receive
$10.25 per share. Consummation of the offer and the merger is subject to a
number of conditions, as provided in the Merger Agreement. Reference is made to
Exhibits 1 and 2 hereto, which are incorporated herein in their entirety.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits
Number Description
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1 Agreement and Plan of Merger dated as of
November 2, 1999 among Gibson Greetings,
Inc., American Greetings Corporation and
Granite Acquisition Corp.
2 Registrant's press release dated November 3, 1999
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SIGNATURES
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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: November 8, 1999 GIBSON GREETINGS, INC.
By /s/ James T. Wilson
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James T. Wilson
Executive Vice President -
Finance & Operations and
Chief Financial Officer
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