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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 9, 2000
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American Greetings Corporation
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(Exact Name of Registrant as Specified in its Charter)
Ohio 1-13859 34-0065325
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
One American Road, Cleveland, Ohio 44144
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 252-7300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 8, 2000, Granite Acquisition Corp. ("Purchaser"), a wholly
owned subsidiary of American Greetings Corporation (the "Company"), acquired
15,431,420 shares of Gibson Greetings, Inc. ("Gibson Greetings") common stock,
representing approximately 97.4% of the outstanding shares of common stock of
Gibson Greetings, for a cash price of $10.25 per share. The shares were
purchased pursuant to a tender offer to acquire all of the outstanding shares of
Gibson Greetings common stock and Associated Series B Preferred Stock Purchase
Rights commenced on November 9, 1999.
On March 9, 2000, the Company completed the merger of Purchaser with
and into Gibson Greetings (the "Surviving Corporation"). Upon consummation of
the merger, the Surviving Corporation became a wholly owned subsidiary of the
Company and the stockholders of Gibson Greetings who did not tender their shares
became entitled to receive $10.25 per share. The total purchase price for Gibson
Greetings was approximately $175 million for the tendered shares, which includes
certain additional amounts to be paid in respect of outstanding stock options
and fees and expenses.
The funds used to consummate the tender offer were provided to
Purchaser in the form of a capital contribution made by the Company. The Company
obtained the funds for such capital contribution through its registered
commercial paper program. The Company currently anticipates reducing the
outstanding amount under this program with expected operating cash flow.
Gibson Greetings is an industry innovator in the greeting card
business. Gibson Greetings distributes more than 24,000 individual relationship
communication products, including greeting cards, gift wrap, party goods and
licensed products. E-mail greetings featuring Gibson Greetings content are
available through the Egreetings Network in which Gibson holds a minority equity
interest.
The Company presently intends to operate Gibson Greetings as a
subsidiary under the name of Gibson Greetings. However, the Company will conduct
a further review of Gibson Greetings and its subsidiaries and their respective
assets, businesses, corporate structure, capitalization, operations, properties,
policies, management and personnel. After such review, the Company will
determine what actions or changes, if any, would be desirable in light of the
circumstances which then exist.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements of Gibson Greetings for the periods
specified in Rule 3-05(b) of Regulation S-X will be filed by
amendment to this Current Report on Form 8-K not later than
sixty days after the date on which this Current Report on Form
8-K is required to be filed.
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(b) Pro Forma Financial Information.
The Pro Forma financial statements of Gibson Greetings
required pursuant to Article 11 of Regulation S-X will be
filed by amendment to this Current Report on Form 8-K not
later than sixty days after the date on which this Current
Report on Form 8-K is required to be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of November 2, 1999,
among Gibson Greetings, Inc., American Greetings Corporation
and Granite Acquisition Corp. (incorporated herein by
reference to Exhibit (c)(1) of the Company's Schedule 14D-1
filed with the Commission on November 9, 1999).
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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.
AMERICAN GREETINGS CORPORATION
Dated: March 9, 2000
By: /s/ Jon Groetzinger, Jr.
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Name: Jon Groetzinger, Jr.
Title: Secretary
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EXHIBIT INDEX
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Exhibit
No.
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2.1 Agreement and Plan of Merger, dated as of November 2, 1999,
among Gibson Greetings, Inc., American Greetings Corporation
and Granite Acquisition Corp. (incorporated herein by
reference to Exhibit (c)(1) of the Company's Schedule 14D-1
filed with the Commission on November 9, 1999).
