-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G4LpoLYP15RRDVYMCiwDAzohg8WfEZW6VIiYTxZKIV6ZUViyUdzX0h1iMtxHjoVD BYd/HlxnhUejG7B1bHJZUA== 0000950116-04-001130.txt : 20040402 0000950116-04-001130.hdr.sgml : 20040402 20040402161507 ACCESSION NUMBER: 0000950116-04-001130 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CSS INDUSTRIES INC CENTRAL INDEX KEY: 0000020629 STANDARD INDUSTRIAL CLASSIFICATION: GREETING CARDS [2771] IRS NUMBER: 131920657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18240 FILM NUMBER: 04714179 BUSINESS ADDRESS: STREET 1: 1845 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155699900 FORMER COMPANY: FORMER CONFORMED NAME: CITY STORES CO DATE OF NAME CHANGE: 19851212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARBER JACK CENTRAL INDEX KEY: 0000932201 IRS NUMBER: 172262197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3056 MIRO DRIVE NORTH CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 BUSINESS PHONE: 5616271630 MAIL ADDRESS: STREET 1: 3056 MIRO DRIVE NORTH CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 SC 13D/A 1 sc13d-a.txt SC13D-A.TXT CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 1 of 11 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 31)1 CSS INDUSTRIES, INC. ------------------------------- (Name of Issuer) Common Stock, $.10 par value ------------------------------- (Title of Class of Securities) 178666 10 3 ------------------------------- (CUSIP Number) Alan Singer, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5224 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 15, 2004 ------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_| Note: Schedules filed in paper format shall include a signed original and two copies of the Schedule including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Page 1 of 11 Pages) - -------- 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 2 of 11 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jack Farber ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS PF, OO ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 274,510 Shares BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 539,454 Shares PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 274,510 Shares |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 539,454 Shares _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 813,964 Shares ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 3 of 11 Pages This Amendment No. 31 amends the Schedule 13D filed by Jack Farber with respect to shares of common stock, par value $.10 per share, ("Common Stock") of CSS Industries, Inc., a Delaware corporation ("CSS"), as such statement has been amended from time to time. Item 5. Interest in Securities of the Issuer. Jack Farber may be deemed to beneficially own 813,964 shares of Common Stock (6.9% of the issued and outstanding Common Stock of CSS, based upon information provided by CSS indicating that 11,810,729 shares of Common Stock were issued and outstanding on March 19, 2004). Of that amount, he has sole voting and investment power with regard to 274,510 shares of Common Stock that he owns directly and may be deemed to have shared voting and investment power with regard to 539,454 shares of Common Stock. Shares as to which he has shared voting and investment power include the following: o 158,303 shares of Common Stock held by a trust for the benefit of David M. Farber, Jack Farber's son, for which Jack Farber and David M. Farber are co-trustees (the "David Farber Trust"). A majority of the trustees of the David Farber Trust is required to vote or dispose of the shares of Common Stock owned by the David Farber Trust; and o 83,475 shares of Common Stock owned by trusts for the benefit of two of Jack Farber's grandchildren (together, the "Grandchildren Trusts"), for which Jack Farber's wife serves as co-trustee with his daughter. In addition, Jack Farber may be deemed to share voting and investment power with respect to shares of Common Stock held by the following entities. Although Jack Farber is including shares held by these entities in his beneficial ownership for purposes of his Schedule 13D beginning with this Amendment No. 31, he continues to disclaim beneficial ownership with regard to these shares: o 266,000 shares held by the Farber Family Foundation, Inc. (the "Farber Family Foundation"). Jack Farber, Vivian Farber, his wife, Ellen B. Kurtzman, his daughter and David M. Farber are the members, officers and directors of the Farber Family Foundation, which is a charitable foundation. As a matter of policy, the Farber Family Foundation does not vote the shares of common stock that it owns. The shares described above in this paragraph do not include 45,722 shares that are held by the Farber Family Foundation with respect to which Ellen B. Kurtzman has sole voting and investment power. o 31,676 shares held by the Farber Foundation, Inc. (the "Farber Foundation"). Jack Farber, Stephen V. Dubin, an officer and director of CSS, and Clifford E. Pietrafitta, an officer of CSS, are members of, and together with David J. M. Erskine, a director and officer of CSS, are directors of, the Farber Foundation, which is a charitable foundation. As a matter of policy, the Farber Foundation does not vote the shares of common stock that it owns. CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 4 of 11 Pages Additional information regarding the persons other than Jack Farber identified in this item is contained in Appendix A attached hereto. The shares referenced as being beneficially owned by Jack Farber do not include shares owned by the Farber Family Charitable Lead Annuity Trust (the "Farber Charitable Trust"). Ellen B. Kurtzman is the sole trustee of the Farber Charitable Trust. Following the date of the last transaction reported in Amendment No. 30 to Jack Farber's Schedule 13D, Jack Farber and the David Farber Trust sold an aggregate of 131,000 shares of Common Stock as follows: JACK FARBER Number Price Date of Sale of Shares Per Share ------------ --------- --------- December 22, 2003 1,000 $ 30.40 December 22, 2003 500 $ 30.42 December 22, 2003 1,000 $ 30.45 December 22, 2003 1,500 $ 30.51 December 22, 2003 100 $ 30.52 December 22, 2003 1,200 $ 30.55 December 23, 2003 600 $ 30.45 December 23, 2003 100 $ 30.48 December 29, 2003 4,000 $ 30.50 December 29, 2003 500 $ 30.64 December 29, 2003 700 $ 30.70 December 29, 2003 500 $ 30.71 December 29, 2003 200 $ 30.75 December 29, 2003 100 $ 30.77 January 5, 2004 1,000 $ 31.00 January 5, 2004 1,000 $ 31.01 CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 5 of 11 Pages JACK FARBER (continued) Number Price Date of Sale of Shares Per Share ------------ --------- --------- January 5, 2004 200 $ 31.10 January 5, 2004 300 $ 31.12 January 5, 2004 500 $ 31.21 January 5, 2004 500 $ 31.30 January 7, 2004 600 $ 30.65 January 7, 2004 200 $ 30.70 January 8, 2004 100 $ 30.58 January 8, 2004 200 $ 30.59 January 8, 2004 800 $ 30.60 January 8, 2004 300 $ 30.61 January 8, 2004 300 $ 30.65 January 12, 2004 500 $ 30.30 January 12, 2004 500 $ 30.35 January 12, 2004 300 $ 30.38 January 12, 2004 400 $ 30.40 January 12, 2004 500 $ 30.45 January 13, 2004 300 $ 30.25 January 13, 2004 1,000 $ 30.29 January 14, 2004 300 $ 30.12 January 14, 2004 200 $ 30.20 January 15, 2004 1,100 $ 30.04 January 15, 2004 300 $ 30.07 January 15, 2004 400 $ 30.10 January 15, 2004 200 $ 30.15 January 20, 2004 900 $ 30.06 CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 6 of 11 Pages JACK FARBER (continued) Number Price Date of Sale of Shares Per Share ------------ --------- --------- January 20, 2004 2,100 $ 30.05 January 20, 2004 1,000 $ 30.10 January 21, 2004 300 $ 30.09 January 22, 2004 500 $ 30.00 January 22, 2004 600 $ 30.05 January 22, 2004 400 $ 30.13 January 23, 2004 200 $ 30.00 January 26, 2004 700 $ 30.00 January 26, 2004 300 $ 30.01 January 27, 2004 300 $ 30.02 January 27, 2004 3,300 $ 30.05 January 27, 2004 700 $ 30.06 January 28, 2004 600 $ 30.00 January 28, 2004 100 $ 30.10 February 2, 2004 500 $ 29.97 February 2, 2004 5,500 $ 30.00 February 9, 2004 5,800 $ 30.00 February 9, 2004 200 $ 30.01 February 17, 2004 2,000 $ 30.70 February 17, 2004 2,000 $ 30.80 February 17, 2004 2,000 $ 30.90 February 23, 2004 2,500 $ 29.79 February 23, 2004 1,600 $ 29.80 February 23, 2004 1,000 $ 29.85 February 24, 2004 900 $ 29.80 CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 7 of 11 Pages JACK FARBER (continued) Number Price Date of Sale of Shares Per Share ------------ --------- --------- March 1, 2004 2,000 $ 31.07 March 1, 2004 2,500 $ 31.20 March 1, 2004 500 $ 31.25 March 1, 2004 1,000 $ 31.30 March 1, 2004 1,000 $ 30.00 March 8, 2004 2,500 $ 32.50 March 8, 2004 1,000 $ 32.55 March 8, 2004 1,500 $ 32.57 March 8, 2004 1,000 $ 32.60 March 15, 2004 5,900 $ 32.50 March 15, 2004 100 $ 32.51 March 22, 2004 2,000 $ 31.80 March 22, 2004 2,000 $ 31.81 March 22, 2004 2,000 $ 31.83 March 29, 2004 500 $ 33.35 March 29, 2004 500 $ 33.36 March 29, 2004 500 $ 33.50 March 30, 2004 1,500 $ 33.44 March 31, 2004 100 $ 33.07 March 31, 2004 500 $ 33.21 March 31, 2004 100 $ 33.25 April 1, 2004 1,800 $ 33.17 April 1, 2004 500 $ 33.20 Total 91,000 CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 8 of 11 Pages DAVID FARBER TRUST Number Price Date of Sale of Shares Per Share ------------ --------- --------- February 2, 2004 500 $ 29.98 February 2, 2004 2,000 $ 30.00 February 2, 2004 1,000 $ 30.01 February 2, 2004 1,000 $ 30.02 February 2, 2004 1,400 $ 30.03 February 2, 2004 100 $ 30.04 February 2, 2004 1,000 $ 30.05 February 3, 2004 5,500 $ 30.05 February 3, 2004 500 $ 30.10 February 3, 2004 500 $ 30.12 February 3, 2004 1,000 $ 30.15 February 4, 2004 5,500 $ 30.02 March 8, 2004 20,000 $ 31.34 Total 40,000 All of the sales by Jack Farber were effected in the public trading markets pursuant to a plan intended to comply with Rule 10b5-1(c) under the Exchange Act, except for 1,000 shares sold on March 1, 2003 to another director of CSS in a private transaction. Of the shares of Common Stock sold by the David Farber Trust, 20,000 shares were sold in transactions effected in the public trading markets. The 20,000 shares sold on March 8, 2004 were sold to CSS, and the price per share in the transaction was determined through negotiations with a Special Committee of CSS' Board of Directors (consisting of three non-management directors). CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 9 of 11 Pages 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. /s/ JACK FARBER ---------------------------- Jack Farber Date: April 2, 2004 CUSIP No. 178666 10 3 SCHEDULE 13D Page 10 of 11 Pages APPENDIX A
Present principal occupation or employment and name, principal business and address of any corporation or other organization in Name Address which such employment is conducted - ------------------------- ---------------------- ----------------------------------------------- Vivian Farber 3056 Miro Drive North Private investor Palm Beach Gardens, FL 33410 Ellen B. Kurtzman 1105 North Market St. Management of trusts and other entities for Wilmington, DE 19801 the benefit of family members, Delv L.P. (a partnership that holds and manages investments), 1105 North Market Street, Wilmington, DE 19801 David M. Farber Marshall Auto Sales President, Marshall Auto Sales (an automobile 6050 Old York Road dealer), 6050 Old York Road, Philadelphia, PA Philadelphia, PA 19141 19141 Stephen V. Dubin CSS Industries, Inc. Executive Vice President and Secretary, CSS 1845 Walnut Street Industries, Inc. (the issuer - a manufacturer Philadelphia, PA 19103 and seller of seasonal and social expression products), 1845 Walnut Street, Philadelphia, PA 19103 Clifford E. Pietrafitta CSS Industries, Inc. Vice President - Finance, Chief Financial Officer, 1845 Walnut Street CSS Industries, Inc. (the issuer - a manufacturer Philadelphia, PA 19103 and seller of seasonal and social expression products), 1845 Walnut Street, Philadelphia, PA 19103 David J. M. Erskine CSS Industries, Inc. President and Chief Executive Officer, 1845 Walnut Street CSS Industries, Inc. (the issuer - a Philadelphia, PA 19103 manufacturer and seller of seasonal and social expression products), 1845 Walnut Street, Philadelphia, PA 19103
During the last five years, none of the persons listed above have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 11 of 11 Pages During the last five years, none of the persons listed above was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandatory activities subject to, Federal or state securities laws or finding any violation with respect to such laws. All of the persons listed above are United States citizens. -----END PRIVACY-ENHANCED MESSAGE-----