Gibson Greetings Inc – ‘8-A12G’ on 9/13/99

On:  Monday, 9/13/99   ·   Accession #:  909789-99-13   ·   File #:  0-11902

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      8-A                                                    6     31K 
 2: EX-1        Exhibit 1 - Rights Agreement                          69    272K 

8-A12G   —   8-A
Document Table of Contents

8-A12G
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SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C.  20549               

FORM 8-A                

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES               
PURSUANT TO SECTION 12(b) OR (g) OF THE               
SECURITIES EXCHANGE ACT OF 1934               

GIBSON GREETINGS, INC.                  
______________________________________________________                
(Exact name of registrant as specified in its charter)                

Delaware                          52-1242761      
________________________________________     ____________________               
(State of incorporation or organization)     (I.R.S. Employer                   
                             Identification No.)

2100 Section Road, Cincinnati, Ohio                 45237                       
________________________________________     ____________________               
(Address of principal executive offices)         (Zip Code)                     

Securities to be registered pursuant to               
Section 12(b) of the Act:               

None                
________________                

Securities to be registered to Section 12(g) of the Act:                        

Preferred Stock Purchase Rights             
_________________________________________________________________               
(Title of Class)                

8-A12G
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Item 1.   Description of Securities to be Registered.                           
__________________________________________                  

On August 26, 1999, the Board of Directors of Gibson        
Greetings, Inc.  (the "Company") declared a dividend distribution               
of one Right for each outstanding share of Company Common Stock                 
payable September 15, 1999 to stockholders of record at the close               
of business on September 8, 1999.  Each Right entitles the                      
registered holder to purchase from the Company a unit (a "Unit")                
consisting of one one-hundredth of a share of Series B Preferred                
Stock, par value $1.00 per share (the "Preferred Stock") at a                   
Purchase Price of $25 per Unit, subject to adjustment.  The                     
description and terms of the Rights are set forth in a Rights                   
Agreement (the "Rights Agreement") between the Company and The                  
Bank of New York, as Rights Agent.                                              

Initially, the Rights will be attached to all Common        
Stock certificates representing shares then outstanding, and no                 
separate Rights Certificates will be distributed.  The Rights                   
will separate from the Common Stock and a Distribution Date will                
occur upon the earlier of (i) 20 days following a public                        
announcement that a person or group of affiliated or associated                 
persons (an "Acquiring Person") has acquired, or obtained the                   
right to acquire, after August 26, 1999 and without the prior                   
consent of the Company's Board of Directors, beneficial ownership               
of 15% (or, in the case of a person or group which is a 15%                     
stockholder on August 26, 1999, of 25%) or more of the                          
outstanding shares of Common Stock (the "Stock Acquisition                      
Date"), or (ii) 20 business days following the commencement of a                
tender offer or exchange offer that would result in a person or                 
group beneficially owning 15% or more of the outstanding shares                 
of Common Stock.                                                                

Until the Distribution Date, (i) the Rights will be         
evidenced by the Common Stock certificates and will be                          
transferred with and only with the Common Stock certificates,                   
(ii) new Common Stock certificates issued after September 8, 1999               
will contain a notation incorporating the Rights Agreement by                   
reference and (iii) the surrender for transfer of any                           
certificates for Common Stock outstanding will also constitute                  
the transfer of the Rights associated with the Common Stock                     
represented by such certificate.                                                

The Rights are not exercisable until the Distribution       
Date and will expire at the close of business on August 31, 2009,               
unless earlier redeemed by the Company as described below.                      

As soon as practicable after the Distribution Date,         
Rights Certificates will be mailed to holders of record of the                  
Common Stock as of the close of business on the Distribution Date               
and, thereafter, the separate Rights Certificates alone will                    
represent the Rights.  Except as otherwise determined by the                    
Board of Directors, only shares of Common Stock issued prior to                 
the Distribution Date will be issued with Rights.                               

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If, at any time following the Distribution Date, (i)        
the Company or any Acquiring Person publicly announces that a                   
Person has become the beneficial owner of more than 15% (or 25%                 
as described above) of the then outstanding shares of Common                    
Stock (except pursuant to an offer for all outstanding shares of                
Common Stock which the directors determine to be fair to and                    
otherwise in the best interests of the Company and its                          
stockholders), (2) at any time after a Stock Acquisition Date,                  
the Company is the surviving corporation in a merger with an                    
Acquiring Person in which the Common Stock of the Company remains               
outstanding and unchanged, or (3) at any time after a Stock                     
Acquisition Date, an Acquiring Person engages in one of a number                
of self-dealing transactions specified in the Rights Agreement,                 
each holder of a Right will thereafter have the right to receive,               
upon exercise, Common Stock (or, in certain circumstances, cash,                
property or other securities of the Company) having a value equal               
to two times the exercise price of the Right.  Notwithstanding                  
any of the foregoing, following the occurrence of any of the                    
events set forth in this paragraph, all Rights that are, or                     
(under certain circumstances specified in the Rights Agreement)                 
were, beneficially owned by an Acquiring Person will be null and                
void.  However, Rights are not exercisable following the                        
occurrence of any of the events set forth above until such time                 
as the Rights are no longer redeemable by the Company as set                    
forth below.                                                                    

For example, at an exercise price of $25 per Right,         
each Right not owned by an Acquiring Person (or by certain                      
related parties) following an event set forth in the preceding                  
paragraph would entitle its holder to purchase $50 worth of                     
Common Stock (or other consideration, as noted above) for $25.                  
Assuming that the Common Stock had a per share value of $10 at                  
such time, the holder of each valid Right would be entitled to                  
purchase five shares of Common Stock for $25.                                   

If, at any time following a Stock Acquisition Date, (i)     
the Company is acquired in a merger or other business combination               
transaction in which the Company is not the surviving corporation               
(other than a merger which follows an offer described in the                    
second preceding paragraph), or (ii) 50% or more of the Company's               
assets or earning power is sold or transferred, each holder of a                
Right (except Rights which previously have been voided as set                   
forth above) shall thereafter have the right to receive, upon                   
exercise, common stock of the acquiring company having a value                  
equal to two times the exercise price of the Right.  The events                 
set forth in this paragraph and in the second preceding paragraph               
are referred to as the "Triggering Events."                                     

The Purchase Price payable, and the number of Units of      
Preferred Stock or other securities or property issuable, upon                  
exercise of the Rights are subject to adjustment from time to                   
time to prevent dilution (i) in the event of a stock dividend on,               
or, a subdivision, combination or reclassification of, the                      
Preferred Stock, (ii) if holders of the Preferred Stock are                     

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granted certain rights or warrants to subscribe for Preferred                   
Stock or convertible securities at less than the current market                 
price of the Preferred Stock, or (iii) upon the distribution to                 
holders of the Preferred Stock of evidences of indebtedness or                  
assets (excluding regular quarterly cash dividends) or of                       
subscription rights or warrants (other than those referred to                   
above).                                                                         

With certain exceptions, no adjustment in the Purchase      
Price will be required until cumulative adjustments amount to at                
least 1% of the Purchase Price.  No fractional Units will be                    
issued and, in lieu thereof, an adjustment in cash will be made                 
based on the market price of the Preferred Stock on the last                    
trading date prior to the date of exercise.                                     

In general, the Company may redeem the Rights in whole,     
but not in part, at a price of $.01 per Right, at any time until                
twenty days following a Stock Acquisition Date.  Notwithstanding                
the foregoing, the Board of Directors may redeem the Rights if                  
such redemption is incidental to a merger or other business                     
combination involving the Company but not involving an Acquiring                
Person.  After the redemption period has expired, the Company's                 
right of redemption may be reinstated if an Acquiring Person                    
reduces its beneficial ownership to 10% or less of the                          
outstanding shares of Common Stock in a transaction or series of                
transactions not involving the Company.  Immediately upon the                   
action of the Board of Directors ordering redemption of the                     
Rights, the Rights will terminate and the only right of the                     
holders of Rights will be to receive the $.01 redemption price.                 

Until a Right is exercised, the holder thereof, as          
such, will have no rights as a stockholder of the Company,                      
including, without limitation, the right to vote or to receive                  
dividends.  While the distribution of the Rights will not be                    
taxable to stockholders or to the Company, stockholders may,                    
depending upon the circumstances, recognize taxable income in the               
event that the Rights become exercisable for Common Stock (or                   
other consideration) of the Company or for common stock of the                  
acquiring company as set forth above.                                           

Other than those provisions relating to the principal       
economic terms of the Rights, any of the provisions of the Rights               
Agreement may be amended by the Board of Directors of the Company               
prior to the Distribution Date.  After the Distribution Date, the               
provisions of the Rights Agreement may be amended by the Board in               
order to cure any ambiguity, to make changes which do not                       
adversely affect the interests of holders of Rights (excluding                  
the interests of any Acquiring Person), or to shorten or lengthen               
any time period under the Rights Agreement; provided however,                   
                        ________ _______
that no amendment to adjust the time period governing redemption                
shall be made at such time as the Rights are not redeemable.                    

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As of August 26, 1999, there were approximately             
15,831,897 shares of Common Stock of the Company outstanding.                   
Each share of Common Stock of the Company outstanding at the                    
close of business on September 8, 1999 will receive one Right.                  
As long as the Rights are attached to the Common Stock, one                     
additional Right (as such number may be adjusted pursuant to the                
provisions of the Rights Agreement) shall be deemed to be                       
delivered for each share of Common Stock issued or transferred by               
the Company in the future, including but not limited to shares of               
Common Stock issuable upon conversion of any series of                          
convertible preferred stock or debt instruments of the Company                  
and shares of Common Stock issuable upon exercise of options                    
granted by the Company.  In addition, following the Distribution                
Date and prior to the expiration or redemption of the Rights, the               
Company, in general, will issue one Right (as such number may be                
adjusted pursuant to the provisions of the Rights Agreement) for                
each share of Common Stock issued pursuant to the exercise of                   
stock options or under employee plans or upon the exercise,                     
conversion or exchange of certain securities of the Company.  In                
any other case, after the Distribution Date, the Company may                    
issue Rights when it issues Common Stock, if the Board of                       
Directors deems it to be necessary or appropriate.  Two hundred                 
thousand shares of Preferred Stock are initially reserved for                   
issuance upon exercise of the Rights, such number to be subject                 
to adjustment from time to time in accordance with the Rights                   
Agreement.                                                                      

The Rights have certain anti-takeover effects.  The         
Rights may cause substantial dilution to a person or group that                 
attempts to acquire the Company without prior agreement with the                
Board of Directors.  The Rights should not affect any prospective               
offeror willing to make an all cash offer at a full and fair                    
price, or willing to negotiate with the Board of Directors.  The                
Rights will not interfere with any merger or other business                     
combination approved by the Board of Directors because the Board                
of Directors, at its option, at any time until 20 days following                
a Stock Acquisition Date may redeem all but not less than all the               
then outstanding Rights at the Redemption Price.                                

In addition, certain provisions of the Company's            
Restated Certificate of Incorporation (the "Certificate") may                   
have anti-takeover effects.  The Certificate provides that the                  
Board of Directors is divided into three classes, with board                    
members of one class standing for election in each year, and                    
further provide that a director may only be removed for cause.                  
The Certificate provides, with certain exceptions, that no                      
stockholder action may be taken by written consent of                           
stockholders.  The Certificate provides that a special                          
stockholder meeting may be called only by the Board of Directors                
or the Chief Executive Officer except solely for the purpose of                 
removing a Director or Directors for cause, in which case holders               
of a majority of the outstanding voting power may also call a                   
special meeting.  The Certificate provides that any Business                    

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Combination with a Related Person (as those terms are defined in                
the Certificate) requires either an 80% vote of outstanding                     
shares of voting stock (including at least a 50% vote by holders                
other than the Related Person), the affirmative vote of a                       
majority of Continuing Directors (as that term is defined in the                
Certificate) or the determination of Continuing Directors that                  
the transaction satisfies certain fair price criteria.  The                     
Certificate provides that the Company's management would                        
generally be without authority to purchase or redeem shares of                  
the Company from an Interested Stockholder (as defined in the                   
Certificate) for a price over the market price unless the                       
purchase is approved by holders of shares having 80% of the                     
voting power, including a majority of the shares held by persons                
other than the Interested Stockholder.  The preceding description               
of the Certificate is qualified in its entirety by reference to                 
the Certificate incorporated herein by reference to Exhibit 3 of                
the Company's Annual Report on Form 10-K for the year ended                     
December 31, 1986.                                                              

The Rights Agreement between the Company and the Rights     
Agent specifying the terms of the Rights, which includes as                     
Exhibit B the Form of Rights Certificate, is attached hereto as                 
Exhibits 1 and 2 and is incorporated herein by reference.  The                  
foregoing description of the Rights does not purport to be                      
complete and is qualified in its entirety by reference to such                  
Exhibits.                                                                       

Item 2.   Exhibits.                                                             

1, 2      Rights Agreement, dated as of September 8, 1999 between               
Gibson Greetings, Inc. and The Bank of New York which       
includes as Exhibit B thereto the Form of Rights            
Certificate.  Pursuant to the Rights Agreement, Rights      
Certificates will not be mailed until after the             
Distribution Date (as that term is defined in the           
Rights Agreement).                                          

SIGNATURE               
_________               

Pursuant to the requirements of Section 12 of the           
Securities Exchange Act of 1934, the registrant has duly caused                 
this registration statement to be signed on its behalf by the                   
undersigned, thereto duly authorized.                                           

  GIBSON GREETINGS, INC.

Date: September 7, 1999       By  /s/ James Wilson                              
                  ________________________________
          Its Executive V.P. - Finance &
Operations  

Dates Referenced Herein   and   Documents Incorporated by Reference

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		8/26/99		2		5			8-K,  DEF 14A
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