Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Gibson Greetings/American Greetings SC 14D1 6 30K
2: EX-1.A Exhibit (A)(1) 43 246K
10: EX-1.C Exhibit (C)(1) 54 190K
3: EX-2.A Exhibit (A)(2) 14± 59K
11: EX-2.C Exhibit (C)(2) 3 15K
4: EX-3.A Exhibit (A)(3) 2 15K
12: EX-3.C Exhibit (C)(3) 2 11K
5: EX-4.A Exhibit (A)(4) 3 17K
6: EX-5.A Exhibit (A)(5) 3 18K
7: EX-6.A Exhibit (A)(6) 5± 19K
8: EX-7.A Exhibit (A)(7) 3 23K
9: EX-8.A Exhibit (A)(8) 3 14K
EX-4.A — Exhibit (A)(4)
| EX-4.A | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Offer To Purchase for Cash
All Outstanding Shares of Common Stock
(Including Associated Series B Preferred Stock Purchase Rights)
of
GIBSON GREETINGS, INC.
at
$10.25 Net Per Share
(Subject to Possible Upward Adjustment)
by
Granite Acquisition Corp.,
a wholly owned subsidiary
of
AMERICAN GREETINGS CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, DECEMBER 8, 1999, UNLESS THE OFFER IS EXTENDED.
November 9, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Granite Acquisition Corp. ("Purchaser"), a wholly
owned subsidiary of American Greetings Corporation ("Parent"), to act as Dealer
Manager in connection with Purchaser's offer to purchase all outstanding shares
of common stock (together with the associated Rights (as defined in the Offer To
Purchase), the "Shares") of Gibson Greetings, Inc. (the "Company") at a purchase
price of $10.25 per Share (subject to possible upward adjustment as described
below, the "Offer Price"), net to the seller in cash, without interest, on the
terms and subject to the conditions set forth in the Offer To Purchase and the
related Letter of Transmittal (which together constitute the "Offer"). Please
furnish copies of the enclosed materials to those of your clients for whose
accounts you hold Shares in your name or in the name of your nominee.
Enclosed herewith for your information and for forwarding to your clients
are copies of the following documents:
1. Offer To Purchase, dated November 9, 1999.
2. Letter of Transmittal to tender Shares for your use and for the
information of your clients, together with Guidelines of the Internal
Revenue Service for Certification of Taxpayer Identification Number on
Substitute Form W-9, which provides information relating to backup federal
income tax withholding. Manually signed facsimile copies of the Letter of
Transmittal may be used to tender Shares.
3. A letter to holders of Shares ("Stockholders") from Frank J.
O'Connell, Chairman, Chief Executive Officer and President of the Company,
together with a Solicitation/Recommendation Statement on Schedule 14D-9.
4. Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if neither of the two procedures for tendering Shares set forth in
the Offer To Purchase can be completed on a timely basis.
5. A form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer.
6. Return envelope addressed to the Depositary (as defined in the
Offer To Purchase).
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 8, 1999,
UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The Offer Price is $10.25 per Share. The Offer Price will be
increased by an amount equal to 30% of any after-tax gain realized by the
Company in any sale or disposition for cash by the Company or its
subsidiaries, prior to the Expiration Date (as defined in the Offer To
Purchase), of all or any part of the Company's investment in E-Greetings
Network ("EGN"), divided by the total number of Shares then outstanding on
a fully diluted basis, assuming for this purpose the exercise only of
outstanding options, whether or not such options are then vested, which are
(or, giving effect to the adjustment in the Offer Price contemplated
hereby, would be) in-the-money. The price used to compute any after-tax
gain on any sale or disposition will be the cash received by the Company,
but only if such cash is for an aggregate amount in excess of the Company's
then net book value of its interest in EGN. See Sections 2 and 12 of the
Offer To Purchase.
2. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date that number
of Shares that, together with the Shares then owned by Parent, represents
at least a majority of the Shares then outstanding on a fully-diluted basis
(assuming the exercise of all outstanding options which are exercisable and
in-the-money at the Offer Price). The Offer is also subject to certain
other conditions contained in the Offer To Purchase. See the Introduction
and Sections 1, 14 and 15 of the Offer To Purchase.
3. The Offer is being made for all of the outstanding Shares.
4. Tendering Stockholders will not be obligated to pay brokerage fees
or commissions to the Dealer Manager, the Depositary or the Information
Agent (as defined below) or, except as set forth in Instruction 6 of the
Letter of Transmittal, transfer taxes on the purchase of Shares by
Purchaser pursuant to the Offer. However, federal income tax backup
withholding at a rate of 31% may be required, unless an exemption is
provided or unless the required tax identification information is provided.
See Instruction 10 of the Letter of Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Wednesday, December 8, 1999, unless the Offer is
extended.
6. The Board of Directors of the Company, has unanimously (i)
determined that the Merger Agreement (as defined in the Offer To Purchase)
and the transactions contemplated thereby, including the Offer and the
Merger (as defined in the Offer To Purchase), are fair to and in the best
interests of the Stockholders, (ii) approved and adopted the Merger
Agreement and the transactions contemplated thereby, including the Offer
and the Merger and (iii) resolved to recommend that Stockholders accept the
Offer and tender their Shares pursuant to the Offer.
7. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will in all cases be made
only after timely receipt by the Depositary of (a) certificates for Shares
(the "Certificates") or a timely Book-Entry Confirmation (as defined in the
Offer To Purchase) with respect to such Shares pursuant to the procedures
set forth in Section 3 of the Offer To Purchase, (b) the Letter of
Transmittal (or a manually signed facsimile thereof), properly completed
and duly executed with any required signature guarantees (or, in the case
of book-entry transfers, an Agent's Message), and (c) any other documents
required by the Letter of Transmittal. Accordingly, payment may not be made
to all tendering Stockholders at the same time depending upon when
Certificates for or confirmations of book-entry transfer of such Shares are
actually received by the Depositary.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof) and any
required signature guarantees (or, in the case of book-entry transfers, an
Agent's Message) and any other required documents should be sent to the
Depositary and (ii) either Certificates representing the tendered Shares or a
timely Book-Entry Confirmation (as defined in the Offer To Purchase) should be
delivered to the Depositary in accordance with the instructions set forth in the
Letter of Transmittal and the Offer To Purchase.
If Stockholders wish to tender their Shares, but it is impracticable for
them to forward the Certificates for such Shares or other required documents or
complete the procedures for book-entry transfer prior to the Expiration Date, a
tender may be effected by following the guaranteed delivery procedures specified
in Section 3 of the Offer To Purchase.
Neither Purchaser nor Parent will pay any fees or commissions to any broker
or dealer or other person (other than the Dealer Manager, the Information Agent
or the Depositary, as described in the Offer To Purchase) for soliciting tenders
of Shares pursuant to the Offer. Purchaser will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients. Purchaser will pay or
cause to be paid any stock transfer taxes payable on the transfer of the Shares
to it, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Wasserstein Perella & Co., Inc., the Dealer Manager, or Corporate Investor
Communications, Inc., the Information Agent, at their respective addresses and
telephone numbers set forth on the back cover of the Offer To Purchase.
Additional copies of the enclosed materials may be obtained from the Information
Agent or the Dealer Manager or from brokers, dealers, commercial banks or trust
companies.
Very truly yours,
Wasserstein Perella & Co., Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF PURCHASER, PARENT, THE COMPANY, THE DEALER
MANAGER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THEM
OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
Dates Referenced Herein and Documents Incorporated by Reference
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