<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
(AMENDMENT NO. 1)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
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
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
------------------
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the Common Stock, $.01 par value, of the
registrant held by non-affiliates of the registrant as of March 26, 1999 was
approximately $120,619,000.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 15,831,897 shares of Common
Stock, $.01 par value, at March 26, 1999.
Documents incorporated by reference: None
<PAGE> 2
EXPLANATORY NOTE:
This amended report is being filed to furnish the Part III information set forth
below.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Directors of the Company are as follows:
FRANK J. O'CONNELL, age 55. Mr. O'Connell has been Chairman of the Board of the
Company since April 1997 and has been the Company's Chief Executive Officer and
President since August 1996. He was a business consultant from May 1995 to
August 1996. He served as President and Chief Executive Officer of SkyBox
International, Inc., a trading card manufacturer, from July 1991 to May 1995.
Prior to joining SkyBox, he was a venture capital consultant from February 1990
to July 1991 and served as President of Reebok Brands, North America from
February 1988 to February 1990. He became a director of the Company in August
1996.
GEORGE M. GIBSON, age 64. Mr. Gibson retired in 1992 from The Procter & Gamble
Company, having served as its Vice President - Treasurer from 1987 to 1992 and
as Vice President - Comptroller from 1973 to 1987. He was associated with
Procter & Gamble, a manufacturer of consumer household products, for over 35
years. Mr. Gibson has been a director of the Company since April 1996.
ROBERT P. KIRBY, age 62. Mr. Kirby has been Chairman and Chief Executive Officer
of Castleberry/Snow's Brands, Inc., an independent meat canner, since 1990.
Previously, he served as President and Chief Executive Officer of Murray Bakery
Products, Inc., a manufacturer of cookies, from 1985 to 1988 and as Group Vice
President of Borden, Inc., with responsibility for the Dairy Group, from 1980 to
1984. Mr. Kirby has been a director of the Company since September 1997.
CHARLES D. LINDBERG, age 70. Mr. Lindberg has been a partner in the law firm of
Taft, Stettinius & Hollister LLP, counsel to the Company, for more than the past
five years. He has been a director of the Company since May 1991.
ALBERT R. PEZZILLO, age 70. Mr. Pezzillo was Chairman of the Board of the
Company from February 1996 until April 1997. He also served as the Company's
Chief Executive Officer from February until August 1996. He was a business
consultant from 1990 until 1996 after his retirement in 1990 from his position
as Senior Vice President of American Home Products Corporation, a manufacturer
and marketer of ethical pharmaceuticals, medical supplies and hospital, consumer
health care, food and household products. Prior to joining American Home
Products in 1981, he held a variety of executive positions with Warner Lambert
Company and Colgate Palmolive Company. Mr. Pezzillo became a director of the
Company in April 1990.
CHARLOTTE A. ST. MARTIN, age 53. Ms. St. Martin has been Executive Vice
President of Marketing of Loews Hotels since November 1996. From 1989 to
November 1996, she served as Executive Vice President, Operations and Marketing
for Loews Hotels. Previously she served Loews Hotels in a variety of other
executive capacities, including as President of Loews Anatole Hotel for eight
years. Loews Hotels owns and operates 15 hotels nationally and internationally.
Ms. St. Martin is a former President of the Dallas Convention and Visitors'
Bureau. She is also a director of Ryland Group, Inc. She has been a director of
the Company since August 1993.
C. ANTHONY WAINWRIGHT, age 65. Mr. Wainwright has been Vice Chairman of McKinney
and Silver Inc., an advertising agency, since April 1997. From 1995 to 1997, he
was Chairman of the advertising agency, Harris, Drury, Cohen, Inc. He was
Chairman of Compton Partners, Saatchi & Saatchi (formerly Campbell-Mithun-Esty),
a national advertising agency, from 1994 to 1995 and was Vice Chairman of
Campbell-Mithun-Esty from 1989 to 1994. From 1980 until 1989, he was President,
Chief Operating Officer and a director of The Bloom Companies, Inc., a holding
company for a national advertising agency group. Prior to 1980, Mr. Wainwright
held various executive positions with companies in the advertising and marketing
industries. He is also a director of Marketing Services Group, Inc., American
Woodmark Corporation, Del Webb Corp., Advanced Polymer Systems and Caribiner
International. He has been a director of the Company since March 1988.
2
<PAGE> 3
The Executive Officers of the Company are as follows:
FRANK J. O'CONNELL. (See information in Directors' section above.)
JAMES T. WILSON, age 50. Mr. Wilson joined the Company in September 1997 as
Executive Vice President of Finance and Operations, and Chief Financial Officer.
From 1995 to 1996, Mr. Wilson served as Chief Financial Officer of Datatec
Industries Inc., a national leader in the implementation of enterprise-wide
information networks for major retail chains, financial institutions and
multi-branch commercial and industrial companies. From 1992 to 1994, Mr. Wilson
served as Chief Financial Officer of Marvel Entertainment Group, Inc., an
international publisher of comic books and a distributor of sports and
entertainment cards. Prior to 1992, Mr. Wilson held positions as Chief Operating
Officer of Andrews Group Inc. and Chief Financial Officer of Technicolor
Holdings, Inc., companies controlled by MacAndrews and Forbes Holdings.
GREGORY IONNA, age 47. Mr. Ionna has been Executive Vice President of the
Company's Card Division since September 1993. Prior to that he served in various
management capacities within the sales and marketing functions of the Card
Division.
KAREN L. KEMP, age 48. Ms. Kemp joined the Company in April 1997 as Senior Vice
President with responsibility for Human Resources, Legal and Corporate
Communications. From 1990 to 1997, Ms. Kemp was employed by Fisher-Price, Inc.,
a leading toy company. At Fisher-Price, she held a series of increasingly
responsible management positions, most recently serving as Senior Vice President
of Administration and Human Resources. Previously, Ms. Kemp held management
positions with Goldome Bank and New England Electric System.
GREGORY A. BROWN, age 49. Mr. Brown joined the Company in May 1997 as Senior
Vice President with responsibility for the sales function of the Company's Card
Division. From 1996 to 1997, Mr. Brown was Vice President of Sales for the baby
food business of Gerber Baby Products Corp. From 1989 until 1996, Mr. Brown
served as Vice President of Sales for Tombstone Pizza Corporation, a division of
Kraft General Foods. Previously, Mr. Brown held sales and marketing management
positions with Frito-Lay, Incorporated, Polaroid Corporation and the Procter &
Gamble Distributing Company.
PAUL W. FARLEY, age 54. Mr. Farley has been Vice President, Controller since
April 1997 and has served as the Company's Principal Accounting Officer since
September 1996. From 1992 to 1996, he served as Vice President-Finance of the
Company's Card Division. Previously, he served as Corporate Controller from 1986
to 1992. He was appointed Assistant Treasurer in 1981.
Officers serve with the approval of the Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's equity securities, to file reports of security ownership and
changes in such ownership with the Securities and Exchange Commission ("SEC").
These persons also are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based upon a review of such forms and written representations from its executive
officers and directors, the Company believes that all Section 16(a) filing
requirements were complied with on a timely basis during and for 1998.
3
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY INFORMATION
The following table sets forth, for the years indicated, amounts of cash and
certain other compensation paid by the Company and its subsidiaries, for
services in all capacities, to (i) Mr. O'Connell and (ii) each of the Company's
four other most highly compensated executive officers during 1998. These persons
are sometimes referred to as the "named executive officers."
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------ -----------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) (1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Frank J. O'Connell (2) 1998 $462,500 -- -- -- 500,000 $ 25,150
Chief Executive Officer 1997 $370,833 -- -- -- -- $ 4,184
1996 $124,744 $200,000 $ 15,952 -- 1,000,000 $ 218,601
James T. Wilson (2) 1998 $250,000 $ 50,000 -- -- 25,000 $ 28,997
Executive Vice 1997 $ 64,423 $ 50,000 -- -- 125,000 $ 11,728
President, Finance and
Operations
Gregory Ionna 1998 $230,000 -- -- -- -- $ 3,288
Executive Vice 1997 $237,500 -- -- -- 50,000 $ 3,288
President, Card Division 1996 $195,625 $145,000 -- -- 55,000 $ 4,308
Gregory A. Brown (2) 1998 $225,000 -- $ 41,706 (3) -- -- $ 2,532
Senior Vice President, 1997 $139,904 $180,000 $ 47,725 -- 100,000 $ 70,358
Sales, Card Division
Karen L. Kemp (2) 1998 $175,000 -- -- -- -- $ 1,827
Senior Vice President, 1997 $121,378 $ 30,000 $ 80,592 -- 60,000 $ 109,103
Human Resources
</TABLE>
(1) For 1998 includes the following: (i) matching contributions to the
Company's 401(k) Plan on behalf of Messrs. O'Connell ($1,200), Ionna
($1,200), and Brown ($444) in respect of their 1998 contributions to
the Plan; (ii) group term life insurance payments for Messrs. O'Connell
($5,400), Wilson ($3,456), Ionna ($2,088) and Brown ($2,088), and Ms.
Kemp ($1,827); (iii) reimbursement of relocation, temporary living
and/or travel expenses for Mr. Wilson ($25,541); and (iv) split-dollar
life insurance payments for Mr. O'Connell ($18,550).
(2) Mr. O'Connell was first employed by the Company in 1996. Messrs. Wilson
and Brown, and Ms. Kemp were first employed by the Company in 1997.
(3) Reflects total executive perquisites and related tax gross up payments.
Total perquisites include club membership initiation fee ($15,900) and
personal auto usage ($10,256).
4
<PAGE> 5
STOCK OPTIONS
The following table contains information concerning stock option grants to the
named executive officers during the year ended December 31, 1998. None of the
Company's Stock Option or Stock Incentive Plans provides for the grant of stock
appreciation rights ("SARs").
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS (1)
-----------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR GRANT DATE
OPTIONS GRANTED TO EMPLOYEES IN BASE PRICE PRESENT VALUE
NAME (#) FISCAL YEAR ($/SH) EXPIRATION DATE ($) (4)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frank J. O'Connell (2) 166,667 30.64% $20.750 08/10/08 $1,202,085
166,666 30.64% $28.000 08/10/08 $ 788,230
166,667 30.64% $30.000 08/10/08 $ 702,351
James T. Wilson (3) 25,000 4.60% $19.625 09/03/08 $ 172,428
Gregory Ionna -- -- -- -- --
Gregory A. Brown -- -- -- -- --
Karen L. Kemp -- -- -- -- --
</TABLE>
(1) The exercise price of all options may be paid in cash or by the
transfer of shares of the Company's common stock valued at their fair
market value on the date of exercise.
(2) Mr. O'Connell's options vest as follows, by exercise price: $20.75 --
immediately upon grant; $28.00 -- April 15, 1999; and $30.00 -- April
15, 2000. The options are transferable to members of Mr. O'Connell's
immediate family and to specified entities owned by them or for their
benefit. Mr. O'Connell's options become immediately exercisable (a) in
the event of a "change in control" of the Company, as defined in his
employment agreement, (b) if the average closing price for the
Company's common stock over a 20-day period equals or exceeds $35.00
per share or (c) if his employment terminates due to death, disability
or failure to renew his employment agreement or is terminated by the
Company without just cause or by him for good reason. Under certain
circumstances, Mr. O'Connell is entitled to tax "gross up" payments in
connection with the exercise of the options.
(3) Mr. Wilson's options vest at the rate of one-third per year beginning
September 4, 1999. The options become exercisable in full (a) if any
person becomes, or commences a tender offer which could result in the
person becoming the beneficial owner of more than 30% of the Company's
common stock or (b) unless the survivor or transferee corporation
agrees to continue the option, in the event of the execution of an
agreement of merger, consolidation or reorganization pursuant to which
the Company is not to be the surviving corporation or the execution of
an agreement of sale or transfer of all or substantially all of the
assets of the Company.
(4) The Black-Scholes option-pricing model was used to estimate the grant
date present value of the options shown. The Company's use of this
model should not be construed as an endorsement of its accuracy at
valuing options. All stock option valuation models, including
Black-Scholes, require a prediction about the future movement of the
stock price. The real value of an option, if any, depends upon the
actual performance of the Company's stock during the applicable period.
5
<PAGE> 6
With respect to each named executive officer, the following table sets forth
information concerning stock option exercises during 1998 and unexercised
options held December 31, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY
AT FY-END (#) OPTIONS AT FY-END ($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Frank J. O'Connell -- -- 1,166,667/333,333 --/--
James T. Wilson -- -- 41,666/108,334 --/--
Gregory Ionna -- -- 69,001/51,666 $36,835/--
Gregory A. Brown -- -- 33,333/66,667 --/--
Karen L. Kemp -- -- 20,000/40,000 --/--
</TABLE>
PENSION PLANS
The Pension Plan Table set forth below shows estimated annual pension benefits
payable to a covered participant under the Company's Retirement Income Plan (the
"Retirement Plan"), a qualified defined benefit pension plan, and under the
Gibson Greetings, Inc. ERISA Makeup Plan (the "Makeup Plan"), a non-qualified
supplemental pension plan providing benefits that would otherwise be denied
participants because of Internal Revenue Code limitations on qualified plan
benefits. Benefits shown are computed as a straight life annuity for an employee
retiring at age 65 in 1999 with no offsets.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
YEARS OF SERVICE
--------------------------------------------------------------------------------------------------
REMUNERATION 5 10 15 20 25 30 35 40
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$200,000 $14,010 $28,020 $42,030 $56,040 $70,050 $84,060 $98,070 $112,080
300,000 21,510 43,020 64,530 86,040 107,550 129,060 150,570 172,080
400,000 29,010 58,020 87,030 116,040 145,050 174,060 203,070 232,080
500,000 36,510 73,020 109,530 146,040 182,550 219,060 255,570 292,080
600,000 44,010 88,020 132,030 176,040 220,050 264,060 308,070 352,080
700,000 51,510 103,020 154,530 206,040 257,550 309,060 360,570 412,080
800,000 59,010 118,020 177,030 236,040 295,050 354,060 413,070 472,080
900,000 66,510 133,020 199,530 266,040 332,550 399,060 465,570 532,080
1,000,000 74,010 148,020 222,030 296,040 370,050 444,060 518,070 592,080
</TABLE>
Benefits under the Retirement and Makeup Plans are based upon the highest
average 60 consecutive months' salary and bonus (as shown on the Summary
Compensation Table) during the 120 months immediately preceding retirement.
Compensation covered by the Plans at the end of 1998 for each named executive
officer (which includes relocation and similar nonrecurring payments) is as
follows: Mr. O'Connell, $725,919; Mr. Wilson, $382,626; Mr. Ionna, $344,735; Mr.
Brown, $446,380; and Ms. Kemp, $317,078. For the purpose of computing a benefit
under the table, on December 31, 1998, Mr. O'Connell had two years of credited
service; Mr. Wilson, one year; Mr. Ionna, 24 years; Mr. Brown, two years; and
Ms. Kemp, two years. Covered compensation amounts differ from amounts shown on
the Summary Compensation Table due to differences in the recognition of
pensionable earnings.
6
<PAGE> 7
In addition to the Retirement Plan and the Makeup Plan, certain executives are
eligible for benefits under the Company's Supplemental Executive Retirement Plan
(the "SERP"), which was adopted to attract and retain highly qualified
executives by providing retirement benefits at levels which the Company believes
to be competitive. A participant in the SERP who retires at age 65 is entitled
to receive supplemental retirement benefits equal to the difference between (i)
that percentage of the participant's final monthly average earnings (as defined
in the Retirement Plan without regard to certain limitations imposed by the
Internal Revenue Code on qualified plans) determined by crediting 2%, 1-2/3% and
1-1/3% per year, respectively, for each of the first 10, next 10 and next 10
years of credited service, up to a maximum of 30 years of credited service (the
"SERP percentage") and (ii) the aggregate of the participant's monthly benefits
from the Retirement Plan and the Makeup Plan plus supplemental retirement
benefits under any individual agreement with the Company. The SERP provides for
adjustments to the basic benefit formula in the event of a participant's early
retirement, disability retirement, death or other termination of employment. At
the normal retirement age each named executive officer's years of credited
service and SERP percentage would be as follows: Mr. O'Connell, 20 years and
37%; Mr. Wilson, 16 years and 30%; Mr. Ionna, 30 years and 50%; Mr. Brown, 17
years and 32%; and Ms. Kemp, 19 years and 35%. For SERP purposes, Mr.
O'Connell's retirement compensation base is $500,000.
Pursuant to his employment agreement, Mr. O'Connell received, in 1998,
additional credit for five years of service for all purposes under the Company's
retirement plans. He will receive credit for one additional year of deemed
service (up to a maximum of five years) for each year of actual service after
1997. Mr. O'Connell also will receive credit for one year of additional deemed
service in the event of termination of employment due to disability, death or
non-renewal of his employment agreement by the Company and credit for three
years of additional deemed service if the Company terminates his employment
without "just cause" or if he terminates his employment for "good reason" (each
as defined in the employment agreement).
EMPLOYMENT CONTRACTS
Each of the named executive officers has an employment agreement with the
Company.
Mr. O'Connell initially had an agreement that ran from August 1996 through
December 1999. This agreement provided for a minimum annual salary of $350,000,
subject to increase from time to time, and for annual bonuses based upon
specified increases in the Company's operating income from year to year.
Effective August 1, 1997, Mr. O'Connell's salary was set at $400,000. In August
1998, the Company entered into a new employment agreement with Mr. O'Connell
which expires on December 31, 2002 and automatically renews from year to year
thereafter. Under the new agreement, Mr. O'Connell's base salary was set at
$500,000 effective August 1, 1998, subject to adjustment over the term of the
agreement. Mr. O'Connell is entitled to an annual bonus, in an amount up to 200%
of then-current base salary, based 50% on the percentage increase in the
Company's operating income over the prior year and 50% on the percentage
increase in the Company's revenue over the prior year. Additionally, Mr.
O'Connell was granted an option to purchase 500,000 shares of the Company's
common stock at exercise prices increasing from 100% of fair market value on the
date of grant to 145% of that fair market value.
Under most circumstances which result in Mr. O'Connell's termination of
employment, he will receive payments based upon his "Current Compensation." The
employment agreement defines "Current Compensation" as then-current base salary
plus the average of bonuses earned over the prior two fiscal years, with a
deemed bonus of $500,000 for 1997. In the event of Mr. O'Connell's disability,
he will receive at least one year of Current Compensation. In the event of
either the non-renewal of his employment agreement by the Company or of his
death, he or his spouse or estate will receive one year of Current Compensation.
If his employment is terminated by the Company without "just cause" or
voluntarily by him for "good reason," he will receive three times Current
Compensation. The employment agreement also provides for continuation of various
insurance benefits under these circumstances and for crediting of one or more
extra years under the Company's retirement plans. If, after a change in control,
(a) Mr. O'Connell terminates his employment for "good reason" or (b) his
employment is terminated without "just cause" or because of a failure to renew
his employment agreement, Mr. O'Connell is entitled to receive a tax "gross up"
of up to $5,000,000 on any resulting payments on which an "excess parachutes
payments" tax is imposed.
Mr. Ionna has an employment agreement, entered into during 1996, which had an
original expiration date of March 31, 1999 that has been extended to March 31,
2000 and may be extended further on an indefinite basis by mutual agreement. The
agreement provides for an annual base salary of $230,000 (subject to increase
from time to time) and for participation in the Company's incentive compensation
program. It also provides for severance pay equal to six months' salary in the
event of death, for a payment equal to 2.9 times annual salary then in effect in
the event of termination of employment under certain circumstances after a
change in control of the Company, and for severance pay equal to two times his
then-current base salary in the event that he or the Company elects not to
extend further the agreement.
Each of Messrs. Wilson and Brown and Ms. Kemp has an employment agreement with
the Company. These agreements became effective September 29, 1997, May 19, 1997
and April 22, 1997, respectively; each extends indefinitely until terminated by
the Company, or by the executive officer on 30 days' advance notice to the
Company. Under the agreements, Mr. Wilson, Mr. Brown and Ms. Kemp are entitled
to annual base salaries, which are subject to adjustment from time to time, of
$250,000, $225,000 and $175,000, respectively. Each is eligible to receive an
annual bonus of up to 112.5% of base salary, as well as to participate in the
Makeup Plan and the SERP. In connection with their employment agreements, each
executive officer also received specified relocation expense payments or
reimbursements and the following additional items of compensation: Mr. Wilson, a
signing bonus of
7
<PAGE> 8
$100,000 ($50,000 after beginning employment and $50,000 after closing on a home
in the greater Cincinnati area) and options to purchase 125,000 shares of common
stock; Mr. Brown, a signing bonus of $80,000, a guaranteed 1997 annual bonus of
at least $100,000 and options to purchase 50,000 shares of the Company's common
stock; and Ms. Kemp, a signing bonus of $30,000 and options to purchase 30,000
shares of common stock. If Mr. Wilson's agreement is terminated by the Company
other than for cause or as a result of a material breach by the Company, he is
entitled to a lump sum payment from the Company equal to his then-current annual
salary. If Mr. Brown's or Ms. Kemp's employment agreement is terminated by the
Company other than for cause (as defined in the agreement), he or she is
entitled to a lump sum payment equal to one year of base salary.
Effective February 1, 1999, the annual salaries of Messrs. Wilson, Ionna and
Brown and Ms. Kemp were increased to $275,000, $260,000, $255,000 and $195,000,
respectively.
The Company's employment agreements also generally provide additional
miscellaneous compensation in the form of some combination of perquisites such
as club membership fees, use of automobiles, insurance benefits and tax and
estate planning services.
COMPENSATION OF DIRECTORS
The Company pays an annual fee of $20,000 for services of directors who are not
employees of the Company and an annual fee of $2,500 per chairmanship to each
committee chairman. In addition, nonemployee directors receive fees of $1,000
for each Board meeting attended and $900 for each committee meeting attended,
plus reimbursement of expenses. Under the Company's 1996 Nonemployee Director
Stock Plan (the "Stock Plan"), nonemployee directors are required to take
one-half of their annual retainer in shares of the Company's common stock.
Additionally, under the Company's 1989 Stock Option Plan for Nonemployee
Directors, each nonemployee director of the Company, at the close of business on
the day of the Annual Meeting, has received an option to purchase 3,000 shares
of common stock. This plan has now expired. The Company intends to continue
annual option grants to nonemployee directors from a new 1999 Stock Incentive
Plan, assuming stockholder approval of that Plan.
In order to continue to attract and retain outstanding individuals to serve as
nonemployee directors of the Company ("Outside Directors"), the Company has a
Retirement Plan for Outside Directors (the "Directors Retirement Plan"). Outside
Directors are defined by the Directors Retirement Plan as directors not employed
by the Company or a subsidiary and include former or retired employees if they
are not vested under any other Company retirement plan. In order to qualify for
benefits under the Directors Retirement Plan, an Outside Director must have
served the Company as such for at least nine years. An Outside Director who
qualifies for benefits under the Directors Retirement Plan will receive an
annual benefit, payable quarterly for life, equal to the amount of the Company's
annual directors fee (not including payments for serving as chairman of a Board
committee) paid to Outside Directors on the date on which the Outside Director's
service to the Company ceases (the "Annual Retainer"). Benefits under the
Directors Retirement Plan begin upon termination of service for directors who
have reached age 65 and begin at age 65 for those whose services terminate prior
to that age. If an Outside Director who has qualified for benefits under the
Directors Retirement Plan dies before receiving any benefits, his or her
designated beneficiary or estate will receive a payment equal to five times the
Annual Retainer. If an Outside Director dies after the commencement of benefits
but prior to having received them for five years, the beneficiary or estate will
receive an amount equal to five times the Annual Retainer less any benefits
already paid.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. O'Connell is a member of the Board of Directors of Castleberry/Snow's
Brands, Inc., of which Mr. Kirby is Chairman and Chief Executive Officer. As a
director, Mr. O'Connell is involved in executive compensation decisions for the
executive officers of Castleberry/Snow's Brands, Inc.
8
<PAGE> 9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 26, 1999, certain information with
regard to the beneficial ownership of the Company's common stock by (i) each of
the Company's stockholders known to hold more than 5% of the outstanding shares
of common stock, (ii) each director and each executive officer named on the
Summary Compensation Table, individually, and (iii) all directors and executive
officers as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
----------------------------------
NUMBER
NAME POSITION OF SHARES (1) PERCENT (2)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Prudential Insurance Company of 3,018,160 (3) 19.1%
America
Prudential Plaza
Newark, NJ 07102
Royce & Associates, Inc. 1,606,100 10.1%
1414 Avenue of the Americas
New York, NY 10019
Lazard Freres & Co. LLC 1,090,565 (4) 6.9%
30 Rockefeller Plaza
New York, NY 10020
Frank J. O'Connell Chairman, President and Chief Executive 1,333,333 7.8%
Officer
George M. Gibson Director 7,490
Robert P. Kirby Director 3,387
Charles D. Lindberg Director 11,090
Albert R. Pezzillo Director 31,690
Charlotte A. St. Martin Director 8,490
C. Anthony Wainwright Director 9,590 (5)
Gregory A. Brown Senior Vice President, Sales, Card Division 33,333
Gregory Ionna Executive Vice President, Card Division 69,596
Karen L. Kemp Senior Vice President, Human Resources 30,000
James T. Wilson Executive Vice President, Finance and 41,666
Operations, and Chief Financial Officer
All directors and executive officers 1,618,499 9.3%
as a group (12 persons)
</TABLE>
(1) Except as otherwise noted, each owner has sole voting and dispositive
power over the shares shown. The numbers of shares shown for directors
and executive officers include shares which may be purchased upon
exercise of presently exercisable options and options exercisable
within 60 days after March 26, 1999, in the following amounts: Mr.
O'Connell, 1,333,333 shares; Mr. Gibson, 5,000 shares; Mr. Kirby, 3,000
shares; Mr. Lindberg, 9,000 shares; Mr. Pezzillo, 29,750 shares; Ms.
St. Martin, 7,000 shares; Mr. Wainwright, 8,000 shares; Mr. Brown,
33,333 shares; Mr. Ionna, 69,001 shares; Ms. Kemp, 30,000 shares; Mr.
Wilson, 41,666 shares; and all directors and executive officers as a
group, 1,605,417 shares.
(2) Except as indicated, the percentage of shares held by each owner is
less than 1%. The percentage is based on shares outstanding on March
26, 1999.
(3) Based upon a Form 13G/A filed with the SEC dated February 2, 1999, The
Prudential Insurance Company of America has sole power to vote and/or
dispose of 3,100 shares; and shared power to vote and/or dispose of
3,015,060 shares.
(4) Based upon a Form 13G filed with the SEC dated February 16, 1999,
Lazard Freres & Co. LLC has sole power to vote 803,005 shares; and has
sole power to dispose of 1,090,565 shares.
(5) Includes 100 shares held by Mr. Wainwright's wife as to which
beneficial ownership is disclaimed.
9
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
10
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amended report to be signed on
its behalf by the undersigned, thereunto duly authorized, as of the 29th day of
April 1999.
Gibson Greetings, Inc.
By /s/ James T. Wilson
---------------------------
James T. Wilson
Executive Vice President of Finance and
Operations, and Chief Financial Officer
11
