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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Gibson Greetings, Inc.
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(Name of Subject Company)
Granite Acquisition Corp.; American Greetings Corporation
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(Bidders)
Common Stock, Par Value $0.01 Per Share
(Including Associated Series B Preferred Stock Purchase Rights)
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(Title of Class of Securities)
374827103
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(CUSIP Number of Class of Securities)
Jon Groetzinger, Jr., Esq.
One American Road
Cleveland, Ohio 44114
(216) 252-7300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
Copy to:
Lyle G. Ganske, Esq.
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
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This Amendment No. 1 is to the Tender Offer Statement on Schedule 14D-1
filed on November 9, 1999 (the "Statement"), that relates to the offer by
Granite Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly
owned subsidiary of American Greetings Corporation, an Ohio corporation
("Parent"), to purchase all outstanding shares of common stock, par value $0.01
per share (the "Shares"), of Gibson Greetings, Inc., a Delaware corporation (the
"Company"), and the associated Series B Preferred Stock Purchase Rights (the
"Rights"), issued pursuant to the Rights Agreement, dated September 8, 1999,
between the Company and The Bank of New York, as Rights Agent (as the same may
be amended, the "Rights Agreement"), at a purchase price of $10.25 per Share and
associated Right (subject to possible upward adjustment), net to the seller in
cash, without interest, on the terms and subject to the conditions set forth in
the Offer to Purchase, dated November 9, 1999 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). This Statement is
being filed on behalf of the Purchaser and Parent. Unless the context otherwise
requires, capitalized terms not defined in this Amendment have the meanings
assigned to them in the Offer to Purchase.
The Statement is hereby amended and/or supplemented as provided below:
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4(b) is hereby amended and supplemented by adding to the end
thereof the following:
The third sentence of Section 10 ("Source and Amount of Funds") of the
Offer To Purchase on page 14 of the Offer To Purchase is hereby amended and
restated in its entirety to read as follows:
"Parent plans to obtain the funds for such capital contributions or
advances through its registered commercial paper program. Parent
currently anticipates reducing the outstanding amount under this
program with expected operating cash flow. A description of Parent's
commercial paper program and the related bank credit facilities are
included in the Parent 10-K, which is incorporated herein by reference.
The Parent 10-K should be available for inspection and copies should be
obtainable from the offices of the Commission in the same manner set
forth under 'Available Information' in Section 8 above."
ITEM 10. ADDITIONAL INFORMATION.
Item 10(c) is hereby amended and supplemented by adding to the end
thereof the following:
Section 15 ("Certain Legal Matters and Regulatory Approvals") of the
Offer To Purchase is hereby amended and supplemented by adding the following
after the first full paragraph of the discussion entitled "Antitrust" on page 35
of the Offer To Purchase:
"Parent filed a Premerger Notification and Report Form with
the FTC and the Antitrust Division in connection with the purchase of
Shares pursuant to the Offer and the Merger under the HSR Act on
December 2, 1999, and the required waiting period with respect to the
Offer and the Merger will expire at 11:59 p.m., New York City time, on
December 17, 1999, unless earlier terminated by the FTC or the
Antitrust Division, or Parent receives a request for additional
information or documentary material prior thereto. If, within the
15-calendar day waiting period described above, either the Antitrust
Division or the FTC requests additional information or documentary
material from Parent, the waiting period could be extended for an
additional 10 calendar days following substantial compliance by Parent
with such request.
A second Premerger Notification and Report Form was also filed
by Parent on December 2, 1999, in connection with its indirect
acquisition of the Company's equity interest in EGN. Under the
provisions of the HSR Act applicable to the acquisition, the
acquisition may not be consummated until the expiration of a
30-calendar day waiting period following the filing by Parent, unless
both the Antitrust Division and the FTC terminate the waiting period
prior thereto. If, within such 30-calendar day waiting period,
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either the Antitrust Division or the FTC requests additional
information or documentary material from Parent or any other person
required to file notification with respect to such acquisition, the
waiting period could be extended for an additional 20 calendar days
following substantial compliance by the relevant party(ies) with such
request.
The waiting periods set forth above may be extended only by
court order. Only one extension of such waiting period pursuant to a
request for additional information is authorized by the HSR Act and the
rules promulgated thereunder, except by court order."
Item 10(f) is hereby amended and supplemented by adding to the end
thereof the following:
The "Introduction" of the Offer To Purchase is hereby supplemented by
deleting the last sentence of the eighth paragraph thereof (the third full
paragraph on page 2 of the Offer To Purchase) and adding the following after
this paragraph:
"In addition, concurrently with the signing of the Merger
Agreement, Parent contributed $10 million to a Rabbi Trust established
by the Company to fund the compensation and benefits to be provided to
employees of the Company and its subsidiaries under incentive
arrangements designed and adopted by the Company (the "Rabbi Trust")
prior to the execution of the Merger Agreement. The Company has
informed Parent and the Purchaser that this employee retention program
was designed to encourage critical employees of the Company, as
selected by the Company Board, to remain with the Company through the
Effective Time, facilitating the Company's continued operation of its
business in the period before the Effective Time."
Section 1 ("Terms of the Offer") of the Offer To Purchase, which begins
on page 3 of the Offer To Purchase, is hereby supplemented by adding the
following after the second sentence of the second paragraph of such section:
"All conditions to the Offer, other than any required regulatory
approval, must be satisfied or waived on or before the expiration date
of the Offer."
On December 6, 1999, Parent issued a press release, a copy of which is
included as exhibit (a)(9) hereto and incorporated herein by reference, which
announced the filing of the Notification and Report Form under the HSR Act and
extended the expiration of the Offer until 5:00 p.m., New York City Time, on
Monday, December 20, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(9) Press release issued by Parent on December 6, 1999
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SIGNATURE
After due 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: December 6, 1999 GRANITE ACQUISITION CORP.
By: /s/ Morry Weiss
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Name: Morry Weiss
Title: President
AMERICAN GREETINGS CORPORATION
By: /s/ Morry Weiss
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Name: Morry Weiss
Title: Chairman and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(9) Press release issued by Parent on December 6, 1999
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Exhibit (a)(9)
AMERICAN GREETINGS EXTENDS TENDER OFFER FOR GIBSON GREETINGS
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Cleveland, OH -- December 6, 1999-- American Greetings (NYSE: AM) today
announced that it filed Premerger Notification and Report Forms on December 2,
1999 with the Federal Trade Commission and the Antitrust Division of the
Department of Justice regarding its pending $10.25 per share cash tender offer
for any and all outstanding shares of the common stock of Gibson Greetings, Inc.
(Nasdaq: GIBG).
The required waiting period with respect to the Gibson acquisition will expire
at 11:59 p.m., New York City time, on December 17, 1999, unless earlier
terminated by the FTC or the Antitrust Division or if American Greetings
receives a request for additional information or documentary material prior
thereto.
The required waiting period with respect to the indirect acquisition of Gibson's
equity interest in Egreetings Network will expire at 11:59:p.m., New York City
time, on January 3, 2000, unless earlier terminated by the FTC or the Antitrust
Division or if American Greetings receives a request for additional information
or documentary material prior thereto.
American Greetings also announced that it has extended the expiration of the
tender offer to 5:00 p.m., New York City Time, on Wednesday, January 5, 2000.
As of the close of business on December 3, 1999, a total of 850,448 shares of
Gibson Greetings common stock had been tendered and not withdrawn.
The information agent for the offer is Corporate Investor Communications, Inc.
Questions about the offer may be addressed to them at 877-842-2411.
American Greetings is the world's largest publicly held creator, manufacturer
and distributor of greeting cards and social expression products. With
headquarters in Cleveland, Ohio, American Greetings employs more than 21,000
associates around the world and has one of the largest creative studios in the
world. For more information on the Company, visit our site on the World Wide Web
at www.americangreetings.com
CONTACT:
Dale A. Cable Jim King
Vice President, Treasurer Manager, Investor & Media Relations
(216) 252-7300 (216) 252-4864
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