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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. 5)
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. 5 is to the Tender Offer Statement on Schedule
14D-1, originally filed on November 9, 1999 (as thereafter amended, 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 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding to the end
thereof the following:
On March 2, 2000, Parent and the Company issued a press release, a copy
of which is included as exhibit (a)(13) hereto and incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(13) Joint press release issued by Parent and the Company on March
2, 2000.
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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: March 2, 2000 GRANITE ACQUISITION CORP.
By: /s/ Dale Cable
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Name: Dale Cable
Title: Treasurer
AMERICAN GREETINGS
CORPORATION
By: /s/ Dale Cable
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Name: Dale Cable
Title: Treasurer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(13) Joint press release issued by Parent and the Company on
March 2, 2000.
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Exhibit (a)(13)
AMERICAN GREETINGS AND GIBSON GREETINGS ANNOUNCE TERMINATION
OF HSR WAITING PERIOD / TENDER OFFER EXTENDED
Cleveland, OH -- March 2, 2000 -- American Greetings (NYSE: AM) and Gibson
Greetings (Nasdaq: GIBG) today announced that they have been notified that the
waiting period under the Hart-Scott-Rodino Act in connection with American
Greetings' acquisition of Gibson Greetings has been terminated. In order to
ensure that Gibson shareholders have sufficient time to tender their shares and
enable American Greetings to complete a "short form" merger under Delaware law,
American Greetings has extended the expiration of the tender offer for all
outstanding shares of Gibson Greetings' common stock until 5:00 p.m. Eastern
time, Wednesday, March 8, 2000.
The tender offer was scheduled to expire at 5:00 p.m. Eastern time, Thursday,
March 2, 2000. As of the close of business on Wednesday, March 1, 2000, a total
of 9,195,520 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 American Greetings, visit its site on the World
Wide Web at www.americangreetings.com.
Gibson Greetings, Inc., an industry innovator in the greeting card business, is
pursuing a strategy of marketing relationship-fostering products that provide
strong entertainment value. Gibson distributes more than 24,000 individual
relationship communication products (over 5,000 new products last year),
including greeting cards, gift wrap, party goods and licensed products. E-mail
greetings featuring Gibson content are available through the Egreetings Network
(www.egreetings.com), in which Gibson holds a minority equity interest. Gibson
cards are also available through the Internet from Sparks.com (www.sparks.com),
a leading online provider of greeting cards. For more information on Gibson
Greetings, visit its web site at www.gibsongreetings.com.
Contact:
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Dale A. Cable Jim King
Vice President, Treasurer Manager, Investor & Media Relations
American Greetings Corporation American Greetings Corporation
(216) 252-7300 (216) 252-4864
Adam Friedman James T. Wilson
Adam Friedman Associates Chief Financial Officer
(212) 391-7596 Gibson Greetings, Inc.
[email protected] (606) 815-6000
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