American Greetings Sends Gibson a Message: Be Mine : Acquisitions: Buyout of Cincinnati card maker would create a major competitor for Hallmark.

American Greetings Corp. is interested in acquiring Gibson Greetings Inc., a buyout that would create a major competitor for Hallmark Cards.

Gibson Greetings, which is reorganizing after suffering a $28.6-million loss last year, said Thursday that it was exploring outside offers, but it refused to name the interested parties.

“There is no assurance that any transaction will occur,” said Benjamin J. Sottile, chairman and chief executive of Gibson, a Cincinnati-based maker of greeting cards and gift wrap.

Gibson said it would appoint an investment banking firm to work with management in evaluating whether to sell the company.

American Greetings spokesman John Barker said the Cleveland-based card maker has expressed its interest to Gibson.

Meanwhile, Gibson is still looking for a buyer for its gift wrap division, Cleo Inc., based in Memphis, Tenn.

More than half of Gibson’s 1994 red ink came from losses at Cleo because of what Gibson described as deliberate overstatement of inventories by former employees there. Gibson replaced Cleo’s management, but the division is still losing money.

Selling Cleo would allow Gibson to concentrate on its core business of selling greeting cards, management said.

In 1994, Gibson also suffered losses from investments in derivative transactions and a bankruptcy filing by F&M; Distributors Inc., one of its biggest clients.

Jeffrey Stein, an analyst at McDonald & Co. in Cleveland, predicted that a buyer might pay $13 to $15 a share for Gibson.

On May 9, Gibson reported a first-quarter profit of $300,000, or 2 cents a share, contrasted with a $10.8-million loss, or 67 cents a share, a year earlier. But Gibson said it expects a second-quarter loss because of industry competition, despite efforts to cut costs.

Gibson has cut costs by eliminating most executive bonuses, freezing salaries and eliminating 128 jobs in its Cincinnati-based greeting cards division.

American Greetings is the nation’s No. 2 card seller behind Kansas City, Mo.-based Hallmark. For the fiscal year ended Feb. 28, American Greetings reported net income of $148.8 million on sales of $1.87 billion.

Gibson Greetings rose $2 to $14.50 and American Greetings rose 12.5 cents to $29.50 at the close of trading on the Nasdaq.