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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to
Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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Gibson Greetings, Inc.
(Name of Subject Company)
Gibson Greetings, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Including the associated Preferred Share Purchase Rights)
(Title of Class of Securities)
374827103
(CUSIP Number of Class of Securities)
Frank J. O'Connell
Chairman of the Board, Chief Executive Officer
and President
Gibson Greetings, Inc.
2100 Section Road
Cincinnati, Ohio 45237
(513) 841-6600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
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Copies to:
Phillip R. Mills
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, as amended by Amendment No. 1 filed December 7,
1999 (the "Schedule 14D-9") originally filed with the Securities and Exchange
Commission on November 9, 1999 by Gibson Greetings, Inc., a Delaware corporation
(the "Company"), in connection with the offer by Granite Acquisition Corp., a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of American
Greetings Corporation, an Ohio corporation ("Parent"), to purchase all
outstanding Shares of the Company, at $10.25 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer To
Purchase dated November 9, 1999 and the related Letter of Transmittal (which
together constitute the "Offer"), copies of which are attached as Exhibits
11(a)(1) and 11(a)(2), respectively, to the Schedule 14D-1 dated November 9,
1999, as amended by Amendment No. 1 filed December 7, 1999 (as so amended, the
"Schedule 14D-1") of Purchaser and Parent.
All capitalized terms used in this Amendment No. 2 without definition have
the meanings attributed to them in the Schedule 14D-9.
The Schedule 14D-9 is hereby amended and/or supplemented as provided below:
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is amended and supplemented by amending and restating the second
paragraph under the Section entitled (f) Antitrust as follows:
"On December 2, 1999, Parent and Company each filed a Premerger
Notification and Report Form under the HSR Act with the FTC and the
Antitrust Division in connection with the purchase of Shares pursuant to
the Offer and the Merger. The required 15-day waiting period with respect
to such Premerger Notification and Report Form would have expired at 11:59
p.m., New York City time, on December 17, 1999, unless (i) it had been
terminated earlier by the FTC or the Antitrust Division, or (ii) Parent and
Company received a request for additional information or documentary
material prior thereto. On December 17, 1999, Parent and Company received a
request for additional information from the Antitrust Division. The request
extends the waiting period applicable to the transaction until ten days
following Parent's response to the request. Thereafter, such waiting period
can be extended only by court order."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is amended and supplemented by adding the following exhibits:
J. Joint press release issued by Company and Parent on December 17, 1999.
SIGNATURE
After reasonable 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.
GIBSON GREETINGS, INC.
Date: December 17, 1999
By: /s/ James T. Wilson
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Name: James T. Wilson
Title: Executive Vice President,
Finance and Operations and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
J Joint press release issued by Parent and the Company on
December 17, 1999.
EXHIBIT J
DEPARTMENT OF JUSTICE REQUESTS MORE INFORMATION ON AMERICAN
GREETINGS' ACQUISITION OF GIBSON GREETINGS
Cleveland, OH -- December 17, 1999 -- American Greetings (NYSE: AM) and Gibson
Greetings (Nasdaq: GIBG) today announced that they have received a request for
additional information from the Antitrust Division of the Department of Justice
("DOJ") in connection with the proposed acquisition of Gibson Greetings by
American Greetings.
American Greetings and Gibson Greetings noted that such a request is not unusual
in these circumstances. The companies will work expeditiously to respond to and
cooperate with the DOJ's request.
American Greetings' tender offer for Gibson Greetings is currently scheduled to
expire on January 5, 2000. If necessary, American Greetings will extend the
tender offer as appropriate.
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 our 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, please visit our 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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