UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
CSS Industries, Inc.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
125906107
(CUSIP Number)
Richard A. Bernstein
Andrew D. Siegel
Ribs Capital, LLC
18 Rockledge Road
Rye, New York 10580
914-305-3190
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2020
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 125906107 | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Ribs Capital, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x (b) ¨ | |
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - | |
| 8 |
SHARED VOTING POWER
- 0 - | ||
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
- 0 - | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
| CUSIP No. 125906107 | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Purple Stream LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x (b) ¨ | |
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - | |
| 8 |
SHARED VOTING POWER
- 0 - | ||
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
- 0 - | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
| CUSIP No. 125906107 | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Richard A. Bernstein | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x (b) ¨ | |
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - | |
| 8 |
SHARED VOTING POWER
- 0 - | ||
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
- 0 - | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | ||
| 14 |
TYPE OF REPORTING PERSON
IN | ||
| CUSIP No. 125906107 | Page 5 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS
Andrew Siegel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x (b) ¨ | |
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - | |
| 8 |
SHARED VOTING POWER
- 0 - | ||
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
- 0 - | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | ||
| 14 |
TYPE OF REPORTING PERSON
IN | ||
| CUSIP No. 125906107 | Page 6 of 8 Pages |
Item 1. Security and Issuer.
This Amendment No. 5 (this “Amendment”) amends certain Items of the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2019 (the “Original 13D”), as amended by the Schedule 13D/A filed with the SEC on November 4, 2019 (“Amendment No. 1”), as amended by the Schedule 13D/A filed with the SEC on January 9, 2020 (“Amendment No. 2”), as amended by the Schedule 13D/A filed with the SEC on January 21, 2020 (“Amendment No. 3”), as amended by the Schedule 13D/A filed with the SEC on January 31, 2020 (“Amendment No. 4” and, together with the Original 13D, Amendment No. 1, Amendment No. 2, and Amendment No. 3, the “Amended 13D”) by Ribs Capital LLC, a Delaware corporation (“Ribs Capital”) and others relates to the common stock, $0.10 par value per share (the “Shares”), of CSS Industries, Inc., a Delaware corporation (the “Company”) by furnishing the information set forth below. Except as set forth below, all previous Items are unchanged. Capitalized terms used but not defined herein shall have the meanings ascribed in the Amended 13D.
Item 4. Purpose of the Transaction.
On February 28, 2020, IG Design Group Americas, Inc. (“Parent”) via its wholly owned subsidiary, TOM MERGER SUB INC (the “Merger Sub”) concluded it offer to purchase all of the outstanding shares of common stock of the Company (the “Offer”) pursuant to the previously announced Agreement and Plan of Merger, dated as of January 20, 2020 (the "Merger Agreement"), by and among the Company, the Parent, the Merger Sub, and IG Design Group Plc, a public limited company incorporated and registered in England and Wales.
All of the Shares held by the Reporting Persons were tendered in the Offer in exchange for $9.40 per share. As a result, the Reporting Persons no longer beneficially own any Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Amended 13D is hereby amended and supplemented by adding the following information:
(a), (b)
As of the date hereof, none of the Reporting Persons own any Shares.
(c) On February 28, 2020, each Share beneficially owned by the Reporting Persons was tendered in the Offer in exchange for $9.40 per share.
(e) As of February 28, 2020, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Amended 13D is hereby amended and supplemented by adding the following information:
The disclosure contained in Item 4 is incorporated herein by reference.
| CUSIP No. 125906107 | Page 7 of 8 Pages |
Item 7. Material to be Filed as Exhibits.
| 99.1 | Joint Filing Agreement, dated March 2, 2020, between Ribs Capital, LLC, Purple Stream LLC, Richard A. Bernstein, and Andrew Siegel. |
| CUSIP No. 125906107 | Page 8 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
Dated: March 2, 2020
| RIBS CAPITAL, LLC | |||
| By: Purple Stream LLC, as Managing Member | |||
| By: | /s/ Richard A. Bernstein | ||
| Name: | Richard A. Bernstein | ||
| Title: | Manager | ||
| PURPLE STREAM LLC | |||
| By: | /s/ Richard A. Bernstein | ||
| Name: | Richard A. Bernstein | ||
| Title: | Manager | ||
| RICHARD A. BERNSTEIN | |||
| /s/ Richard A. Bernstein | |||
| ANDREW SIEGEL | |||
| /s/ Andrew Siegel | |||
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of an Amendment to the Statement on Schedule 13D with respect to the Common Stock of CSS Industries, Inc. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Dated: March 2, 2020
| RIBS CAPITAL, LLC | |||
| By: Purple Stream LLC, as Managing Member | |||
| By: | /s/ Richard A. Bernstein | ||
| Name: | Richard A. Bernstein | ||
| Title: | Manager | ||
| PURPLE STREAM LLC | |||
| By: | /s/ Richard A. Bernstein | ||
| Name: | Richard A. Bernstein | ||
| Title: | Manager | ||
| RICHARD A. BERNSTEIN | |||
| /s/ Richard A. Bernstein | |||
| ANDREW SIEGEL | |||
| /s/ Andrew Siegel | |||