Gibson Greetings Inc – ‘NT 10-K’ for 12/31/94

As of:  Friday, 3/31/95   ·   For:  12/31/94   ·   Accession #:  909789-95-4   ·   File #:  0-11902

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Notice of a Late Filing of a Form 10-K   —   Form 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-K     Form 12B-25                                            3±    14K 


U.S. SECURITIES AND EXCHANGE COMMISSION           
WASHINGTON, D.C.  20549           
FORM 12b-25             
NOTIFICATION OF LATE FILING           

(Check One):              

[X]  Form 10-K [ ] Form 20-F [ ] Form 11-K                        
[ ]  Form 10-Q [ ] Form N-SAR                                     
For Period Ended:  December 31, 1994                              
[ ]  Transition Report on Form 10-K                               
[ ]  Transition Report on Form 20-F                               
[ ]  Transition Report on Form 11-K                               
[ ]  Transition Report on Form 10-Q                               
[ ]  Transition Report on Form N-SAR                              
For Period Ended:  December 31, 1994                              

Nothing in this form shall be construed to imply that the         
Commission has verified any information contained herein.                       

If the notification relates to a portion of the filing            
checked above, identify the Item(s) to which the notification                   
relates:                                                                        

Part I--Registration Information                                                

Full Name of Registrant:  Gibson Greetings, Inc.                  
Former Name if Applicable:                                        
2100 Section Road                                               
Address of Principal Executive Office (Street and Number)         
Cincinnati, Ohio  45237                                         
City, State and Zip Code                                          

Part II--Rules 12b-25 (b) and (c)                                               

If the subject report could not be filed without unreasonable                   
effort or expense and the registrant seeks relief pursuant to                   
Rule 12b-25(b), the following should be completed.  (Check box if               
appropriate)                                                                    
[x]    (a) The reasons described in reasonable                                  
detail in Part III of this form could not be eliminated                         
without unreasonable effort or expense;                                         
[x]    (b) The subject annual report, semi-annual report,                       
transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or               
portion thereof will be filed on or before the fifteenth calendar               
day following the prescribed due date; or the subject quarterly                 
report or transition report on Form 10-Q, or portion thereof will               
be filed on or before the fifth calendar day following the                      
prescribed due date; and                                                        
[ ]    (c) The accountant's statement or other exhibit required                 
by Rule 12b-25(c) has been attached if applicable.                              

Part III--Narrative                                                             

State below in reasonable detail the reasons why Form 10-K, 20-F,               
11-K, 10-Q, N-SAR or the transition report or portion thereof                   
could not be filed within the prescribed time period.  (Attach                  
Extra Sheets if Needed)                                                         

The Registrant has had discussions with the Securities and                      
Exchange Commission ("SEC") regarding the accounting for certain                
of the Registrant's derivative transactions with Bankers Trust                  
("BT").  The SEC has previously alleged that BT, in                             
communications with the Registrant in 1994 and prior periods,                   
materially understated the Registrant's losses related to certain               
derivative transactions with BT.  The Registrant has determined                 
that it will restate the effects of such derivative transactions                
in its previously issued financial statements for the year ended                
December 31, 1993 and for the quarters in the fiscal years ended                
December 31, 1993 and 1994.  All of the derivative transactions                 
that result in the restatement were terminated prior to December                
31, 1994, and accordingly have no effect on the Registrant's                    
December 31, 1994 balance sheet, stockholders' equity or retained               
earnings.  The Registrant is currently in the process of                        
adjusting its consolidated financial statements for the years                   
ended December 31, 1994 and 1993 to reflect the effects of the                  
restatement and will file such financial statements as soon as                  
they are available.                                                             

Part IV--Other Information                                                      

(1) Name and telephone number of person to contact in             
regard to this notification.                                                    

William L. Flaherty        (513) 841-6675                       
(Name)               (Area Code) (Telephone Number) 

(2) Have all other periodic reports required under section        
13 or 15(d) of the Securities Exchange Act of 1934 or section 30                
of the Investment Company Act of 1940 during the preceding 12                   
months or for such shorter period that the registrant was                       
required to file such report(s) been filed?  If the answer is no,               
identify report(s).                                                             

                            [x] Yes [ ] No

(3) Is it anticipated that any significant change in              
results of operations from the corresponding period for the last                
fiscal year will be reflected by the earning statements to be                   
included in the subject report or portion thereof?                              

                            [x] Yes [ ] No

If so, attach an explanation of the anticipated change,           
both narratively and quantitatively, and, if appropriate, state                 
the reasons why a reasonable estimate of the results cannot be                  
made.  See Exhibit A, attached.                                                 

Gibson Greetings, Inc.              
(Name of Registrant as specified in charter)              

has caused this notification to be signed on its behalf by the                  
undersigned thereunto duly authorized.                                          

Date:  March 31, 1995     By:  /s/ William L. Flaherty                          
                Vice President - Finance and Chief
Financial Officer 

                                         Exhibit A

Revenues for the year ended December 31, 1994 were $548.8                       
million, compared with $546.9 million reported in 1993,                         
reflecting the contribution of The Paper Factory of Wisconsin,                  
Inc. for the full year largely offset by decreases in greeting                  
cards and gift wrap reflecting higher sales allowances.  The                    
Registrant's pretax operating loss before financing and                         
derivative transaction expenses was $37.4 million, compared with                
pretax operating income before financing and derivative                         
transaction expenses of $42.0 million in 1993.  For the full                    
year, the net loss was $28.6 million or $1.77 per share, compared               
with net income of $15.3 million or $.95 per share in 1993, as                  
restated.                                                                       

More than half of the 1994 loss resulted from losses at the                     
Registrant's Cleo, Inc. gift wrap subsidiary, which incurred                    
significant charges for inventory adjustments and sales returns                 
and allowances, and continued to be adversely impacted by highly                
competitive pricing conditions and high product and distribution                
costs.  The net loss for 1994 also reflected a pretax charge of                 
$16.0 million from write-offs associated with the Chapter 11                    
bankruptcy filing of F&M Distributors, Inc., a major customer,                  
and a $1.7 million pretax charge for severance costs associated                 
with efforts to improve profitability of corporate headquarters                 
and the Greeting Card Division.  Results for 1994 also included a               
gain, net of taxes, of $1.6 million, associated with derivative                 
transactions with BT which were settled in November 1994.                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘NT 10-K’ Filing		Date		Other Filings
Filed on:		3/31/95		10-Q
For Period End:		12/31/94		10-K,  10-K/A
		12/31/93		10-K,  10-K/A
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