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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. 5)
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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
(606) 815-6000
(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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<PAGE>
This Amendment No. 5 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, as amended by Amendment No. 1 filed December 7,
1999, Amendment No. 2 filed December 17, 1999, Amendment No. 3 filed January 5,
2000 and Amendment No. 4 filed February 2, 2000 (as so amended, 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, Amendment No. 2 filed December 17, 1999,
Amendment No. 3 filed January 4, 2000 and Amendment No. 4 filed February 2, 2000
(as so amended, the "Schedule 14D-1") of Purchaser and Parent.
All capitalized terms used in this Amendment No. 5 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
On March 2, 2000, the Company and Parent issued a joint press release, a
copy of which is included as Exhibit M hereto and incorporated herein by
reference, which announced the termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and extended
the expiration of the Offer until 5:00 pm, Eastern time, on Wednesday, March 8,
2000.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is amended and supplemented by adding the following exhibits:
M. Joint press release issued by Company and Parent on March 2, 2000.
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: March 7, 2000
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
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M Joint press release issued by Parent and the Company on March 2, 2000.
EXHIBIT M
AMERICAN GREETINGS AND GIBSON GREETINGS ANNOUNCE TERMINATION
OF HSR WAITING PERIOD / TENDER OFFER EXTENDED
Cleveland, OH -- March 2, 2000 -- American Greetings (NYSE: AM) and Gibson
Greetings (Nasdaq: GIBG) today announced that they have been notified that the
waiting period under the Hart-Scott-Rodino Act in connection with American
Greetings' acquisition of Gibson Greetings has been terminated. In order to
ensure that Gibson shareholders have sufficient time to tender their shares and
enable American Greetings to complete a "short form" merger under Delaware law,
American Greetings has extended the expiration of the tender offer for all
outstanding shares of Gibson Greetings' common stock until 5:00 p.m. Eastern
time, Wednesday, March 8, 2000.
The tender offer was scheduled to expire at 5:00 p.m. Eastern time, Thursday,
March 2, 2000. As of the close of business on Wednesday, March 1, 2000, a total
of 9,195,520 shares of Gibson Greetings common stock had been tendered and not
withdrawn.
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 its 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, visit its 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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