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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GIBSON GREETINGS, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
374827103
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(CUSIP Number)
Richard J. Lampen
Executive Vice President & General Counsel
New Valley Corporation
100 S.E. Second Street, 32nd Floor
Miami, FL 33131
(305) 579-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 1999
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(Date of Event which Requires Filing of this Statement)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF SECTIONS 240.13d-1(e), 240.13d-1(f) OR 240.13d.1(g), CHECK
THE FOLLOWING BOX [ ].
Note: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE
COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE SECTION 240.13d-7(b) FOR
OTHER PARTIES TO WHOM COPIES ARE TO BE SENT.
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
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This Schedule 13D filed with the Securities and Exchange
Commission ("SEC") on May 10, 1999 (the "Schedule 13D"), as amended by Amendment
Nos. 1 and 2 filed with the SEC, on behalf of New Valley Corporation ("New
Valley"), New Valley Holdings, Inc., BGLS Inc., Brooke Group Ltd. and Bennett S.
LeBow, in connection with the common stock, $.01 par value ("Common Stock"), of
Gibson Greetings Inc., a Delaware corporation (the "Company"), is hereby further
amended as follows (unless otherwise defined, all capitalized terms used herein
shall have the meanings set forth in the Schedule 13D):
ITEM 4. PURPOSE OF TRANSACTIONS.
Item 4 of the Schedule 13D is hereby amended to insert the
following paragraph at the end:
"On September 28, 1999, Bennett S. LeBow, the Chairman of New
Valley, sent the following letter to Frank J. O'Connell, the
President and Chief Executive Officer of the Company.
September 28, 1999
Mr. Frank J. O'Connell
President
Gibson Greetings, Inc.
2100 Section Road
Cincinnati, Ohio 45237
Dear Frank:
As one of the largest stockholders of Gibson, we do
not understand the Board's failure to schedule the meeting
that we have requested. You have advised us that the Board
does not want to meet until it has the specifics of our
strategy for Gibson's future. However, as you well know, these
specifics can only be developed by working in conjunction with
management and with access to all relevant information.
With Gibson's continued significant operating losses
and declining stock price, it would be in the best interests
of all stockholders for New Valley to have substantial
representation on the Board of Directors so we can develop
these strategies for Gibson's future and survival. It is
imperative that Gibson restructure its operations as soon as
possible to significantly reduce its cost structure and
concentrate its business on the opportunities on the Internet.
New Valley is prepared to make an additional investment in
Gibson, either in the market or directly from the Company, to
increase our ownership to up to 20%. This investment would be
conditioned upon the Board of Directors rescinding or
appropriately amending the recently enacted Stockholders'
Rights Plan and approving the acquisition of shares in
accordance with Section 203(a)(1) of the Delaware General
Corporation Law.
We repeat our request for a prompt meeting with the
Gibson Board to be held at a mutually convenient time.
Sincerely,
Bennett S. LeBow
Chairman
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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.
Dated: September 29, 1999
NEW VALLEY CORPORATION
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
NEW VALLEY HOLDINGS, INC.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
BGLS INC.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
BROOKE GROUP LTD.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
BENNETT S. LEBOW
By: New Valley Corporation
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
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