U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1994
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For Period Ended: December 31, 1994
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates:
Part I--Registration Information
Full Name of Registrant: Gibson Greetings, Inc.
Former Name if Applicable:
2100 Section Road
Address of Principal Executive Office (Street and Number)
Cincinnati, Ohio 45237
City, State and Zip Code
Part II--Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
[x] (a) The reasons described in reasonable
detail in Part III of this form could not be eliminated
without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
Part III--Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F,
11-K, 10-Q, N-SAR or the transition report or portion thereof
could not be filed within the prescribed time period. (Attach
Extra Sheets if Needed)
The Registrant has had discussions with the Securities and
Exchange Commission ("SEC") regarding the accounting for certain
of the Registrant's derivative transactions with Bankers Trust
("BT"). The SEC has previously alleged that BT, in
communications with the Registrant in 1994 and prior periods,
materially understated the Registrant's losses related to certain
derivative transactions with BT. The Registrant has determined
that it will restate the effects of such derivative transactions
in its previously issued financial statements for the year ended
December 31, 1993 and for the quarters in the fiscal years ended
December 31, 1993 and 1994. All of the derivative transactions
that result in the restatement were terminated prior to December
31, 1994, and accordingly have no effect on the Registrant's
December 31, 1994 balance sheet, stockholders' equity or retained
earnings. The Registrant is currently in the process of
adjusting its consolidated financial statements for the years
ended December 31, 1994 and 1993 to reflect the effects of the
restatement and will file such financial statements as soon as
they are available.
Part IV--Other Information
(1) Name and telephone number of person to contact in
regard to this notification.
William L. Flaherty (513) 841-6675
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section
13 or 15(d) of the Securities Exchange Act of 1934 or section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earning statements to be
included in the subject report or portion thereof?
[x] Yes [ ] No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made. See Exhibit A, attached.
Gibson Greetings, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 31, 1995 By: /s/ William L. Flaherty
Vice President - Finance and Chief
Financial Officer
Exhibit A
Revenues for the year ended December 31, 1994 were $548.8
million, compared with $546.9 million reported in 1993,
reflecting the contribution of The Paper Factory of Wisconsin,
Inc. for the full year largely offset by decreases in greeting
cards and gift wrap reflecting higher sales allowances. The
Registrant's pretax operating loss before financing and
derivative transaction expenses was $37.4 million, compared with
pretax operating income before financing and derivative
transaction expenses of $42.0 million in 1993. For the full
year, the net loss was $28.6 million or $1.77 per share, compared
with net income of $15.3 million or $.95 per share in 1993, as
restated.
More than half of the 1994 loss resulted from losses at the
Registrant's Cleo, Inc. gift wrap subsidiary, which incurred
significant charges for inventory adjustments and sales returns
and allowances, and continued to be adversely impacted by highly
competitive pricing conditions and high product and distribution
costs. The net loss for 1994 also reflected a pretax charge of
$16.0 million from write-offs associated with the Chapter 11
bankruptcy filing of F&M Distributors, Inc., a major customer,
and a $1.7 million pretax charge for severance costs associated
with efforts to improve profitability of corporate headquarters
and the Greeting Card Division. Results for 1994 also included a
gain, net of taxes, of $1.6 million, associated with derivative
transactions with BT which were settled in November 1994.
