PAGE
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-11902
GIBSON GREETINGS, INC.
Incorporated under the laws IRS Employer
of the State of Delaware Identification No. 52-1242761
2100 Section Road, Cincinnati, Ohio 45237
Telephone Number: Area Code 513-841-6600
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 16,090,229 shares of common
stock, par value $.01, outstanding at November 7, 1995.
PAGE
<PAGE>
<TABLE>
Part I. Item 1. Financial Statements
GIBSON GREETINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
(Unaudited)
<CAPTION>
Restated
------------
September 30, December 31, September 30,
1995 1994 1994
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 1,100 $ 2,000 $ 899
Trade receivables, net 96,402 197,799 126,285
Inventories 184,490 127,460 197,742
Prepaid expenses 5,946 5,719 5,580
Prepaid income taxes 24,678 - 7,422
Deferred income taxes 45,239 48,775 37,582
--------- --------- ---------
Total current assets 357,855 381,753 375,510
--------- --------- ---------
Plant and equipment, net 112,916 119,491 124,083
Deferred income taxes 8,942 8,080 629
Other assets, net 96,457 102,871 116,583
--------- --------- ---------
$ 576,170 $ 612,195 $ 616,805
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Debt due within one year $ 79,253 $ 117,114 $ 96,608
Accounts payable 22,619 21,779 34,085
Income taxes payable - 4,742 -
Accrued loss on sale of Cleo, Inc. 82,758 - -
Other current liabilities 75,489 86,990 101,080
--------- --------- ---------
Total current liabilities 260,119 230,625 231,773
--------- --------- ---------
Long-term debt 52,093 63,233 63,315
Sales agreement payments due
after one year 19,912 21,107 21,707
Other liabilities 21,328 19,730 18,471
--------- --------- ---------
Total liabilities 353,452 334,695 335,266
--------- --------- ---------
Stockholders' Equity:
Preferred stock, par value $1.00;
5,000,000 shares authorized,
none issued - - -
Preferred stock, Series A, par
value $1.00; 300,000 shares
authorized, none issued - - -
Common stock, par value $.01;
50,000,000 shares authorized,
16,579,930 shares issued at
September 30, 1995 and 16,579,530
shares issued at December 31, 1994
and September 30, 1994 166 166 166
Paid-in capital 46,050 45,992 46,057
Retained earnings 183,986 238,282 241,078
Foreign currency adjustment (1,538) (1,000) 178
--------- --------- ---------
228,664 283,440 287,479
Less treasury stock, at cost,
489,701 shares at September 30,
1995 and 483,701 shares at
December 31, 1994 and
September 30, 1994 5,946 5,940 5,940
--------- --------- ---------
Total stockholders' equity 222,718 277,500 281,539
--------- --------- ---------
$ 576,170 $ 612,195 $ 616,805
========= ========= =========
</TABLE>
[FN]
See accompanying notes to condensed consolidated financial statements.
PAGE
<PAGE>
<TABLE>
GIBSON GREETINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
Restated Restated
--------- ---------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 144,323 $ 153,026 $ 342,080 $ 337,103
Costs and expenses
Operating expenses:
Cost of products sold 82,520 86,480 159,208 166,046
Selling, distribution
and administrative
expenses 57,679 66,699 169,717 185,788
Loss on sale of
Cleo, Inc. 82,758 - 82,758 -
--------- --------- --------- ---------
Total operating
expenses 222,957 153,179 411,683 351,834
--------- --------- --------- ---------
Operating loss (78,634) (153) (69,603) (14,731)
Financing and derivative
transaction expenses:
Interest expense 3,386 2,656 9,529 6,685
Interest income (132) (142) (357) (651)
(Gain) loss on
derivative
transactions - (2,277) - 13,247
--------- --------- --------- ---------
Total financing and
derivative transaction
expenses, net 3,254 237 9,172 19,281
--------- --------- --------- ---------
Loss before income taxes (81,888) (390) (78,775) (34,012)
Income taxes (26,680) (749) (24,479) (6,595)
--------- --------- --------- ---------
Net income (loss) $ (55,208) $ 359 $ (54,296) $ (27,417)
========= ========= ========= =========
Net income (loss) per share $ (3.41) $ .02 $ (3.35) $ (1.70)
========= ========= ========= =========
Dividends per share $ - $ .10 $ - $ .30
========= ========= ========= =========
</TABLE>
[FN]
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
<TABLE>
GIBSON GREETINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
Nine Months Ended
September 30,
------------------------
Restated
----------
1995 1994
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (54,296) $ (27,417)
---------- ----------
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and write-down of display fixtures 17,279 17,505
Loss on disposal of plant and equipment 3,424 4,703
Loss on derivative transactions - 13,247
Deferred income taxes 2,674 (561)
Loss on sale of Cleo, Inc. 82,758 -
Amortization of deferred costs and other
intangibles 14,004 15,901
Change in assets and liabilities:
Decrease in trade receivables, net 101,397 65,878
Increase in inventories (57,030) (72,604)
Increase in prepaid expenses (227) (1,373)
Increase in prepaid income taxes (24,678) (7,422)
Increase in other assets, net of amortization (7,590) (45,560)
Increase in accounts payable 840 15,250
Decrease in income taxes payable (4,742) (13,071)
Increase (decrease) in other current
liabilities (11,501) 22,783
Increase in other liabilities 403 18,324
All other, net (351) (226)
---------- ----------
Total adjustments 116,660 32,774
---------- ----------
Net cash provided by operating activities 62,364 5,357
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment (14,655) (29,419)
Proceeds from sale of plant and equipment 361 165
---------- ----------
Net cash used in investing activities (14,294) (29,254)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings (37,950) 23,180
Payments on long-term debt (11,072) (3,833)
Issuance of common stock 58 849
Acquisition of common stock for treasury (6) (52)
Dividends paid - (4,825)
---------- ----------
Net cash provided by (used in)
financing activities (48,970) 15,319
---------- ----------
NET DECREASE IN CASH AND EQUIVALENTS (900) (8,578)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 2,000 9,477
---------- ----------
CASH AND EQUIVALENTS, END OF PERIOD $ 1,100 $ 899
========== ==========
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 6,631 $ 5,202
Income taxes 2,266 14,237
</TABLE>
[FN]
See accompanying notes to condensed consolidated financial statements.
PAGE
<PAGE>
GIBSON GREETINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended September 30, 1995 and 1994
(In thousands except per share amounts)
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include
the accounts of Gibson Greetings, Inc. and its subsidiaries (the Company).
Intercompany transactions and balances have been eliminated in consolidation.
The unaudited condensed consolidated financial statements have been prepared
in accordance with Article 10-01 of Regulation S-X of the Securities and
Exchange Commission and, as such, do not include all information required by
generally accepted accounting principles. However, in the opinion of the
Company, these financial statements contain all adjustments, consisting of
only normal recurring adjustments, necessary to present fairly the financial
position as of September 30, 1995, December 31, 1994 and September 30, 1994,
the results of its operations for the three and nine months ended September
30, 1995 and 1994 and its cash flows for the nine months ended September 30,
1995 and 1994. The accompanying financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K/A (Amendment No. 1) for
the year ended December 31, 1994.
In an institution and settlement of administrative proceedings dated December
22, 1994 against Bankers Trust (the Bankers Trust Order), the Securities and
Exchange Commission (SEC) alleged that Bankers Trust misled the Company about
the value of the Company's derivative positions by providing the Company with
fair values that were significantly different from the values determined by
Bankers Trust's computer model and recorded on Bankers Trust's financial
records, which difference resulted in a significant understatement of the
magnitude of the Company's fiscal year 1993 losses. In March 1995, the SEC
advised the Company that it believed that the Company should restate its 1993
consolidated financial statements.
The Company has restated the 1993 year-end consolidated financial statements
to reflect derivative values based on Bankers Trust's computer model as set
forth in the Bankers Trust Order. Such restatement resulted in a $4,571
reduction in previously reported 1993 consolidated net income and a
corresponding decrease in 1994 consolidated net loss. This restatement, which
was reflected in the accompanying condensed consolidated financial statements,
reduced the previously reported net loss for the nine months ended September
30, 1994 by $4,222 or $.26 per share.
Interest rate swap and derivative transactions that did not qualify as hedges
were recorded at their fair market value, which was the estimated amount that
the Company would receive or pay to terminate the transactions at the
reporting date as determined by a financial institution's valuation model
based on the projected value of the transactions at maturity.
Certain prior year amounts in the consolidated financial statements have been
reclassified to conform with the 1995 presentation.
PAGE
<PAGE>
Note 2 - Seasonal Nature of Business
Because of the seasonal nature of the Company's business, results of
operations for interim periods are not necessarily indicative of results for
the full year.
Note 3 - Trade Receivables
Trade receivables consist of the following:
September 30, December 31, September 30,
1995 1994 1994
--------- --------- ---------
Trade receivables $ 146,271 $ 265,194 $ 162,440
Less reserve for returns,
allowances, cash discounts
and doubtful accounts 49,869 67,395 36,155
--------- --------- ---------
$ 96,402 $ 197,799 $ 126,285
========= ========= =========
Note 4 - Inventories
Inventories consist of the following:
September 30, December 31, September 30,
1995 1994 1994
--------- --------- ---------
Finished goods $ 137,004 $ 73,881 $ 142,732
Work-in-process 14,224 15,623 14,889
Raw materials and supplies 33,262 37,956 40,121
--------- --------- ---------
$ 184,490 $ 127,460 $ 197,742
========= ========= =========
Note 5 - Interest Expense
No interest was capitalized for the three and nine month periods ended
September 30, 1995 and 1994.
Note 6 - Net Income (Loss) Per Share
The weighted average number of shares of common stock and
equivalents outstanding used in computing net income (loss) per
share is as follows:
1995 1994
---------- ----------
Three months ended September 30, 16,272 16,107
========== ==========
Nine months ended September 30, 16,197 16,138
========== ==========
PAGE
<PAGE>
Note 7 - Legal Matters
In July 1994, immediately following the Company's announcement of an inventory
misstatement at the Company's subsidiary Cleo, Inc. (Cleo), which resulted in
an overstatement of the Company's previously reported 1993 consolidated net
income, five purported class actions were commenced by certain stockholders.
These suits were consolidated and a Consolidated Amended Class Action
Complaint against the Company, its Chairman, President and Chief Executive
Officer, its Chief Financial Officer and the former President and Chief
Executive Officer of Cleo was filed in October 1994 in the United States
District Court for the Southern District of Ohio (In Re Gibson Securities
Litigation). In December 1994 the Court ruled that neither of the two named
plaintiffs qualified as a class representative. Plaintiffs have filed an
Amended Complaint naming a proposed substitute class representative and a
motion to certify a class, which the Company opposes, is pending. Like its
predecessors in this litigation, the most recent complaint alleges violations
of the federal securities laws and seeks unspecified damages for an asserted
public disclosure of false information regarding the Company's earnings. The
Company intends to defend the suit vigorously and has filed an Answer denying
any wrongdoing and a Third Party Complaint against its former auditor for
contribution against any judgment adverse to the Company. The former auditor
has counterclaimed for fees allegedly owed in the amount of approximately
$655.
On April 10, 1995, two purported class action lawsuits were commenced against
the Company, its Chairman, President and Chief Executive Officer and its Chief
Financial Officer in the United States District Court for the Southern
District of Ohio (Kurtz v. Gibson Greetings, Inc., et al. and Romine v. Gibson
Greetings, Inc., et al.). The Complaints allege violations of the federal
securities law for an asserted failure to disclose allegedly material
information regarding the Company's financial performance. On August 1, 1995,
the two lawsuits were consolidated and captioned In Re Gibson Greetings
Securities Litigation II. On August 9, 1995, the Plaintiffs filed a
consolidated amended class action complaint which restated the basic claims
which had been presented in the original complaints. The Company has filed a
motion to dismiss the consolidated amended complaint as not setting forth any
claims recognized under the federal securities law or otherwise. The Company
has also opposed the Plaintiff's motion to certify a class for purposes of
class action treatment of the litigation. Those matters remain pending. The
Company intends to defend the action vigorously.
The litigation described in the two preceding paragraphs is in early stages of
proceedings. Accordingly, the Company presently is unable to predict the
effect of the ultimate resolutions of these matters upon the Company's results
of operations and cash flows; as of this date, however, Management does not
expect that such resolutions would result in a material adverse effect upon
the Company's total net worth, although a substantially unfavorable outcome
could be material to such net worth.
PAGE
<PAGE>
On October 11, 1995, the Company reached a settlement with the SEC that
concluded the SEC's investigation as to whether the Company or certain former
officers engaged in conduct in violation of certain provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder. The
SEC found that Gibson's obligation to comply with the reporting and books and
records provisions of the federal securities laws relating to accounting and
disclosure of certain of its derivatives transactions was not excused by the
fact that BT Securities fraudulently misled the Company about these
derivatives. Without admitting or denying the SEC's findings, the Company
agreed to cease and desist from violating these provisions in the future.
On September 12, 1994, the Company filed suit against Bankers Trust Company
and its affiliate BT Securities in the United States District Court for the
Southern District of Ohio in connection with the sale of derivatives to the
Company. The Company's claims against Bankers Trust were settled in November,
1994. As part of the settlement, the Company paid Bankers Trust $6,180, which
included the reimbursement of approximately $3,344 of cash payments previously
made to the Company by Bankers Trust and recorded as income in 1993. In
return, the Company's remaining transactions with Bankers Trust were
terminated with no further liability to the Company.
In 1989, unfair labor practice charges were filed against the Company as an
outgrowth of a strike at its Berea, Kentucky facility. Remedies sought
include back pay from August 8, 1989 and reinstatement of employment for
approximately 200 employees. In February 1990, the General Counsel of the
National Labor Relations Board (NLRB) issued a complaint based on certain of
the allegations of these charges (In the Matter of Gibson Greetings, Inc. and
International Brotherhood of Firemen and Oilers, AFL-CIO Cases 9-CA-26706,
27660, 26875). On December 18, 1991, an Administrative Law Judge of the NLRB
issued a recommended order, which included reinstatements and back pay
affecting approximately 160 strikers, based on findings that the Company had
violated certain provisions of the National Labor Relations Act. On May 7,
1993, the NLRB upheld the Administrative Law Judge's decision in some
respects, and enlarged the number of strikers entitled to back pay to
approximately 240. An appeal was filed in the United States Court of Appeals
for the District of Columbia Circuit and, on May 19, 1995, a unanimous panel
of that Court reversed the NLRB's finding. The Court found that the strike
was not an unfair labor practice strike and that a significant number of
strikers had been permanently replaced and thus were not entitled to
reinstatement or back pay. The Court remanded the case to the NLRB for a
factual determination on the issue of permanency with respect to approximately
52 replacements hired after June 29, 1989. The Company did not contest the
reinstatement of six employees terminated for alleged striker violence and the
Court ordered reinstatement of four others in the same category. Management
does not believe that the outcome of this matter will result in a material
adverse effect on the Company's net worth, total cash flows or operating
results.
In addition, the Company is a defendant in certain other routine litigation
which is not expected to result in a material adverse effect on the Company's
net worth, total cash flows or operating results.
PAGE
<PAGE>
Note 8 - Sale of Cleo, Inc.
On October 3, 1995 the Company announced that it had signed a definitive
agreement to sell Cleo, Inc. (Cleo), a wholly-owned subsidiary of the
Company, to CSS Industries, Inc. The agreement provides that the Company will
receive cash of $96,500, a note due in 75 days of approximately $20,000 and
$12,000 which will be held in escrow for certain post-closing adjustments and
indemnification obligations. In addition, the Company will be released from
approximately $14,000 of third-party debt which will be retained by Cleo under
its new owner. It is anticipated that this transaction will result in a loss
of $55,873, net of taxes of $26,885, which has been included in operations for
the nine months ended September 30, 1995.
The following is a summary of net assets and results of operations of Cleo as
of September 30, 1995 and for the nine months then ended:
Current assets $ 170,184
Property and equipment 33,237
Other assets, net 1,116
----------
Total assets 204,537
Current Liabilities 21,977
Long-term debt, including
current portion 14,048
----------
Net assets $ 168,512
==========
Revenues $ 74,546
==========
Loss before income taxes (22,085)
==========
Net loss (14,196)
==========
PAGE
<PAGE>
Part I., Item 2., Management's Discussion and Analysis of Results of
Operations and Financial Condition
Results of Operations
Revenues in the third quarter of 1995 decreased 5.7% to $144.3 million from
the third quarter in 1994. Decreased sales by the Card Division and Cleo,
Inc. (Cleo) were partially offset by higher international sales. Returns and
allowances were 11.9% of sales for the three months ended September 30, 1995
compared to 14.8% for the same period in 1994. For the nine months ended
September 30, 1995, revenues increased 1.5% to $342.1 million from the same
period in 1994 reflecting an increase in retail sales at The Paper Factory
combined with increases in both domestic and international greeting card sales
and gift wrap and related products. Returns and allowances were 15.6% of
sales for the nine months ended September 30, 1995 compared to 17.4% for the
comparable period in 1994.
Operating expenses, excluding the anticipated loss on sale of Cleo, totaled
$140.2 million in the third quarter of 1995 representing a 8.5% decrease from
the corresponding quarter in 1994. Cost of products sold, as a percent of
revenues, was 57.2% versus 56.5% for the third quarter of 1994. The increase
was primarily due to a change in the product mix. Selling, distribution and
administrative expenses, as a percent of revenues, decreased to 40.0% from
43.6% primarily due to cost reduction programs implemented in late 1994 and
early 1995 at the Card Division and Cleo.
Operating expenses, excluding the anticipated loss on sale of Cleo, totaled
$328.9 million for the nine months ended September 30, 1995 representing a
6.5% decrease from 1994. Cost of products sold, as a percent of revenues, was
46.5% versus 49.3% in 1994 reflecting higher sales at The Paper Factory.
Selling, distribution and administrative expenses, as a percent of revenues,
decreased to 49.6% from 55.1% reflecting lower selling and marketing expenses
associated with domestic operations.
On October 3, 1995, the Company announced that it had signed a definitive
agreement to sell Cleo, the Company's wholly-owned gift wrap subsidiary, to
CSS Industries, Inc. It is anticipated that this transaction will result in a
loss of $55.9 million, net of taxes of $26.9 million, which loss has been
included in operations for the nine months ended September 30, 1995.
For the three months ended September 30, 1994, the Company recorded a
reduction of $2.3 million in the loss on two derivative transactions
outstanding at September 30, 1994, which did not qualify as hedges. For the
nine months ended September 30, 1994, the Company recorded a net loss on
derivative transactions which did not qualify as hedges of $13.2 million
consisting of a $3.0 million minimum loss to be paid upon maturity, an
additional $10.3 million unrealized loss based on the fair market value of the
transactions on that date and the recognition of a $0.1 million gain. The
market value of derivative transactions outstanding at September 30, 1994 was
determined by a financial institution model based on the projected future
value of the transactions at maturity.
Third quarter pretax loss of $81.9 million compared with pretax loss for 1994
of $0.4 million. Pretax loss for the nine months ended September 30, 1995 was
$78.8 million compared with 1994 pretax loss of $34.0 million.
PAGE
<PAGE>
Net loss for the third quarter of 1995 was $55.2 million compared with 1994
net income of $0.4 million. For the nine months ended September 30, 1995, net
loss was $54.3 million compared with 1994 net loss of $27.4 million.
Despite the positive impact on the three and nine months ended September 30,
1995 of previously implemented cost cutting and other initiatives, the Company
continues to face strong competitive pressures with regard to pricing and
other terms of sale.
Liquidity and Capital Resources
Cash flows from operating activities for the first nine months of 1995
provided $62.4 million in cash compared to $5.4 million for the same period in
1994. The increase from 1994 reflected increased collection of trade
receivable balances outstanding at year end and positive efforts to reduce
inventory levels at Cleo. In addition, the decline in other current
liabilities and other liabilities reflects payments on 1994 sales agreements.
Included in 1994 was a non-cash charge of $13.2 million related to unrealized
losses on derivative transactions.
Cash used in investing activities for plant and equipment purchases, net, in
1995 was $14.3 million compared to $29.3 million in 1994. Capital
expenditures for 1995 are expected to be lower than those for 1994.
Cash used in financing activities for the nine months ended September 30, 1995
was $49.0 million compared to cash provided by financing activities of $15.3
million in 1994. The increase reflects the repayment of higher short-term
borrowing levels at December 31, 1994 compared to December 31, 1993. The
Company's current Revolving Credit Facility expires April, 1996. Management
is confident that the Company will be able to negotiate a new revolving credit
facility.
The Company has signed a definitive agreement to sell Cleo to CSS Industries,
Inc. for total consideration of approximately $128.5 million. Closing is
scheduled for November 15, 1995 and is subject to certain conditions,
including the receipt of consents of third parties, some of which have not yet
been obtained. The immediate proceeds from the sale of Cleo will be used to
reduce short-term debt and pre-pay the Company's 9.33% Senior Notes, if the
holders so elect, which is anticipated.
Management believes that its cash flow from operations and credit sources will
provide adequate funds, both on a short-term and on a long-term basis, for
currently foreseeable debt payments, lease commitments and payments under
existing customer agreements, as well as for financing existing operations,
currently projected capital expenditures, anticipated long-term sales
agreements consistent with industry trends and other contingencies. (See Part
II. Item 1.)
As previously announced, the Company's Board of Directors has determined to
explore possible expressions of interest in the acquisition of the Company.
The Company has engaged two investment banking firms to work with it in this
regard.
PAGE
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
The information presented in Note 7 of Notes to Condensed Consolidated
Financial Statement (Part I, Item 1) is incorporated by reference in response
to this Item.
Item 2. Changes In Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit 27 Financial Data Schedule.
b) Reports on Form 8-K The Company filed a Form 8-K with the
Securities and Exchange Commission on
July 6, 1995 (Date of Report: July 6,
1995) attaching the Company's press
release dated July 6, 1995 and
reporting the resignation of two
directors from the Company's Board.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Gibson
Greetings, Inc. has duly caused this amended report to be signed on its behalf
by the undersigned thereunto duly authorized.
GIBSON GREETINGS, INC.
Date: November 14, 1995 By:/s/ William L. Flaherty
------------------------
William L. Flaherty
Vice President-Finance
Principal Financial
and Accounting Officer
PAGE
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 1100
<SECURITIES> 0
<RECEIVABLES> 96402
<ALLOWANCES> 49869
<INVENTORY> 184490
<CURRENT-ASSETS> 357855
<PP&E> 112916
<DEPRECIATION> 17279
<TOTAL-ASSETS> 576170
<CURRENT-LIABILITIES> 260119
<BONDS> 52093
<COMMON> 166
0
0
<OTHER-SE> 222552
<TOTAL-LIABILITY-AND-EQUITY> 576170
<SALES> 342080
<TOTAL-REVENUES> 342080
<CGS> 159208
<TOTAL-COSTS> 411683
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 4009
<INTEREST-EXPENSE> 9529
<INCOME-PRETAX> (78775)
<INCOME-TAX> (24479)
<INCOME-CONTINUING> (54296)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (54296)
<EPS-PRIMARY> (3.35)
<EPS-DILUTED> (3.35)
</TABLE>
