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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): October 3, 1995
GIBSON GREETINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-11902 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
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INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from
this report.
Item 5. Other Events
The press release of Gibson Greetings, Inc., (the "Company"), dated
October 3, 1995, announcing the signing of a definitive agreement to
sell the Company's wholly-owned gift wrap subsidiary, Cleo, Inc., to
CSS Industries, Inc.,is filed as an exhibit to and incorporated by
reference in this Current Report on Form 8-K.
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
Number Description
99 Press Release dated October 3, 1995
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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.
Date: October 6, 1995 GIBSON GREETINGS, INC.
/s/William L. Flaherty
William L. Flaherty
Vice President - Finance
Chief Financial Officer
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CONTACT: William L. Flaherty RELEASE DATE: October 3, 1995
Vice President - Finance
(513) 841-6675
Karen Durand
Director, Investor Relations
(513) 841-6986
FOR IMMEDIATE RELEASE
GIBSON GREETINGS REACHES AGREEMENT
TO SELL CLEO, INC. TO CSS INDUSTRIES, INC.
CINCINNATI, OHIO, October 3, 1995 -- Gibson Greetings, Inc.
(NASDAQ: GIBG) announced today that it has signed a definitive
agreement to sell Cleo, Inc., the Company's wholly-owned gift wrap
subsidiary, to CSS Industries, Inc. (NYSE: CSS). Pursuant to the
agreement, total consideration to Gibson will amount to
approximately $128.5 million, including $96.5 million in cash, a
note payable in 75 days for approximately $20 million and $12
million which will be held in escrow for certain post-closing
adjustments and indemnification obligations. Additionally, Gibson
will be released from approximately $14 million of third-party debt
which will be retained by Cleo under its new owner. Closing is
anticipated no later than November 15, 1995.
Consummation of the transaction is subject to obtaining specified
regulatory approvals and consents of third parties and to certain
other customary closing conditions.
Gibson's financial results for the third quarter and nine months
ended September 30, 1995 will include a loss on the sale of Cleo of
approximately $55 million, after-tax. The Company plans to use the
proceeds from the sale of Cleo to reduce Gibson's outstanding
borrowings, which will leave the Company with a substantially more
liquid balance sheet.
CSS Industries, Inc., headquartered in Philadelphia, is a
diversified holding company engaged in the manufacture and sale of
seasonal and everyday decorative paper products, other Halloween and
Easter seasonal products, ribbons and bows, and business forms. CSS
manufactures and markets these products through three groups of
operating subsidiaries: The Paper Magic Group, Inc.; Berwick
Industries, Inc.; and Rapidforms, Inc.
Benjamin J. Sottile, Chairman, President and Chief Executive Officer
of Gibson Greetings, said: "As we indicated in May when we
announced our intention to identify prospective buyers for Cleo, we
believe this sale will allow Gibson to sharpen its focus on the core
greeting card business. We are particularly pleased to reach this
agreement with CSS, which is a well-established and well-regarded
leader in the seasonal social expression business, primarily through
its Paper Magic and Berwick subsidiaries." "We expect a smooth
transition of ownership," Mr. Sottile added, "and that Cleo's
customers will continue to have their needs addressed in a timely
fashion. Indeed, they will now be able to reap the benefits of a
strong and viable organization that has excellent prospects for
future growth."
Gibson Greetings, Inc. is the world's second largest publicly owned
manufacturer and distributor of everyday and seasonal greeting
cards, gift wrap and related social expression products.
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