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): September 29, 1994
GIBSON GREETINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 2-82990 52-1242761
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2100 Section Road, Cincinnati, Ohio 45237
(Address of principal executive offices)
Registrant's telephone number, including area code:(513)841-6600
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 5, 6 and 8 are not applicable and are omitted from
this report.
Item 4.Changes in Registrant's Certifying Accountant
On September 29, 1994, the Registrant dismissed the
firm of Arthur Andersen & Co. ("Arthur Andersen") as the
Registrant's principal independent accountant and on October 3,
1994, the Registrant engaged the firm of Deloitte & Touche to
serve in such capacity. Such action was recommended by the Audit
Committee of the Board of Directors of the Registrant.
Arthur Andersen had been engaged to audit the
Registrant's financial statements for more than the two most
recent fiscal years. None of Arthur Andersen's reports on the
financial statements of the Registrant for the past two fiscal
years contained an adverse opinion or a disclaimer of opinion,
and none was qualified or modified as to uncertainty, audit
scope, or accounting principles.
During the Registrant's two most recent fiscal years
(and any subsequent interim period preceding September 29, 1994),
there were no disagreements between the Registrant and Arthur
Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure
("disagreements"), which disagreements, if not resolved to the
satisfaction of Arthur Andersen, would have caused it to make
reference to the subject matter of such disagreements in
connection with its report.
During the same period of time, no event listed in (A)
through (D) below (a "reportable event") occurred; namely, (A)
Arthur Andersen having advised the Registrant that the internal
controls necessary for the Registrant to develop reliable
financial statements did not exist; (B) Arthur Andersen having
advised the Registrant that information had come to Arthur
Andersen's attention that had led it to no longer be able to rely
on management's representations or that made it unwilling to be
associated with the financial statements prepared by management;
(C) both (1) Arthur Andersen having advised the Registrant that
the scope of Arthur Andersen's audit needed to be expanded
significantly or that information had come to Arthur Andersen's
attention during such time period that if further investigated
might (i) have materially impacted the fairness or reliability of
either: a previously issued audit report or the underlying
financial statements; or the financial statements issued or to be
issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report
(including information that might have prevented it from
rendering an unqualified audit report on those financial
statements) or (ii) caused Arthur Andersen to be unwilling to
rely on management's representations or be associated with the
Registrant's financial statements and (2) due to Arthur
Andersen's dismissal, or for any other reason, Arthur Andersen
not having so expanded the scope of its audit or conducted such
further investigation; or (D) both (1) Arthur Andersen having
advised the Registrant that information had come to Arthur
Andersen's attention that it had concluded materially impacted
the fairness or reliability of either (i) a previously issued
audit report or the underlying financial statements or (ii) the
financial statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial
statements covered by an audit report and (2) due to Arthur
Andersen's dismissal, or for any other reason, the issue not
having been resolved to Arthur Andersen's satisfaction prior to
its dismissal. It should be noted that, in its recommendations
to management presented to the Audit Committee of the Board of
Directors of the Registrant on April 21, 1994, Arthur Andersen
indicated that the existence of the unauthorized transactions
described in the Registrant's Current Report on Form 8-K dated
March 4, 1994 constituted a "reportable condition" under the
standards established by the American Institute of Certified
Public Accountants; however, the Registrant does not believe that
this reportable condition constitutes a "reportable event" as
described above. Also, the Registrant announced on July 1, 1994
that the value of the inventory at its Cleo, Inc. subsidiary had
been overstated for the yearend 1993 by approximately $8.8
million. Upon initial discovery of a possible problem related to
Cleo's inventory, the Registrant promptly notified Arthur
Andersen of the same and Arthur Andersen participated in the
investigation that led to the July 1, 1994 announcement. As a
result of the inventory overstatement the Registrant determined
to restate its financial statements for the periods ended
September 30, 1993, December 31, 1993 and March 31, 1994, and
such restatement resulted in the reissuance by Arthur Andersen of
its opinion regarding the Registrant's financial statements for
the year ended December 31, 1993, as restated.
The termination of Arthur Andersen did not result from
any "disagreement" (as defined above) but reflected the
Registrant's dissatisfaction with the level of performance of
audit services by Arthur Andersen.
During the Registrant's two most recent fiscal years
(and any subsequent interim period prior to September 29, 1994),
neither the Registrant nor anyone acting on its behalf consulted
Deloitte & Touche regarding (i) either: the application of
accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be
rendered on the Registrant's financial statements, where either a
written report was provided to the Registrant or oral advice was
provided that Deloitte & Touche concluded was an important factor
considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a "disagreement" or a
"reportable event" as noted in the preceding two paragraphs.
Item 7.Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits
Exhibit 16 - Letter regarding change in certifying
accountant*
*To be filed by amendment.<PAGE>
SIGNATURE
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: October 4, 1994 GIBSON GREETINGS, INC.
By /s/ William L. Flaherty
William L. Flaherty
Vice President - Finance
