-----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, Q/uLlnYViqR4Ga27/Qyhdv1QxtJRx/6qDJacYax8Z7RNmSwa95JlLrEDFppPxBSw giCx+xTWXMS7c/MMa8y6jw== 0000950116-02-000054.txt : 20020413 0000950116-02-000054.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950116-02-000054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020117 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: 005-07079 FILM NUMBER: 2511666 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 STANDARD INDUSTRIAL CLASSIFICATION: [] 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 sec13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 25)* CSS INDUSTRIES, INC. -------------------- (Name of Issuer) Common Stock, $.10 par value ---------------------------- (Title of Class of Securities) 178666 10 3 ------------------------ (CUSIP Number) Steven M. Cohen, Esquire Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 215-963-5089 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2001 ---------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the on subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a on 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 on Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to on all other provisions of the Act (however, see the Notes). CUSIP NO. 178666 10 3 AMENDMENT NO 25 TO SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jack Farber - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 528,709 shares SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,816,935 shares EACH -------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 528,709 shares WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,816,935 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,025,253 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.14% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 178666 10 3 AMENDMENT NO 25 TO SCHEDULE 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Delv, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,515,151 shares SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,515,151 shares WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,515,151 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.10% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 178666 10 3 AMENDMENT NO 25 TO SCHEDULE 13D This Amendment Number 25 amends the Schedule 13D (the "Statement") filed by Jack Farber and Delv, Inc., 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. This Amendment Number 25 is being filed to reflect the transfer of shares of Common Stock directly or indirectly by Jack Farber since the last amendment. Item 3. Source and Amount of Funds or Other Consideration. - ------- -------------------------------------------------- The following transactions involving shares included in the Statement were made during the 2001 calendar year. In May, 2001, a trust known as the U/I/T David M. Farber dated 1/9/98 in which Jack Farber and his son David Farber are trustees (the "David Farber Trust") sold 10,500 shares of Common Stock. In July, 2001, 189,387 shares of Common Stock previously owned by the Farber Family 1998 Grantor Retained Annuity Trust were transferred to Mr. Farber's wife. In October, 2001, the David Farber Trust sold 4,000 shares of Common Stock. In November, 2001 the Farber Family Foundation gifted 50,000 shares of Common Stock to a charitable institution. In November, 2001, the David Farber Trust sold 1,000 shares of Common Stock. Jack Farber did not receive any cash proceeds from any of these transaction. Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------- (a) Securities Beneficially Owned by the Person Identified in Items 1 and 2. See the answers to row numbers 7 through 12 of the cover page. All percentages are calculated based upon 8,861,370 shares of Common Stock represented by the Company to be outstanding as of December 31, 2001. (b) Voting Power of Securities Beneficially Owned by the Person Identified in Items 1 and 2. See the answers to row numbers 7 through 12 of the cover pages. Supplementally: Jack Farber owns 519,290 shares of record. Jack Farber has the sole power to vote and dispose of 9,419 shares of Common Stock owned by The Farber Family 1998 Grantor Retained Annuity Trust. Delv, L.P., a Delaware limited partnership, the general partner of which is Delv, Inc. (the "General Partner") and the limited partners of which are members of Mr. Farber's family, owns 1,515,151 shares of Common Stock. The General Partner has the power to vote and dispose of the shares of Common Stock owned by the Partnership. Mr. Farber owns all of the outstanding common stock of the General Partner and has the sole ability to appoint and remove directors of the General Partner. Ellen Beth Kurtzman, Mr. Farber's daughter, is the sole director of the General Partner and serves as the President, Secretary and Treasurer of the General Partner. In that capacity, Ms. Kurtzman has the power to vote and dispose of shares held by the Partnership. Mr. Farber disclaims any beneficial interest in the shares held by the Partnership for the account of limited partners other than Mr. Farber. Jack Farber shares with his son David M. Farber the power to vote and dispose of 250,202 shares of Common Stock owned by the David Farber Trust. A majority of the trustees of the Trust is required to vote or dispose of the shares of Common Stock owned by the David Farber Trust. Although the answer to row number 11 of Jack Farber's cover page includes the shares owned by the David Farber Trust, Mr. Farber disclaims any beneficial interest in the shares held by the David Farber Trust. CUSIP NO. 178666 10 3 AMENDMENT NO 25 TO SCHEDULE 13D Jack Farber shares the power to vote and dispose of 92,784 shares of Common Stock owned by the Farber Foundation, Inc. (the "Farber Foundation") with two officers of CSS, who are the other members, officers and directors of the Farber Foundation. Although the answer to row number 11 of Jack Farber's cover page includes the shares owned by the Farber Foundation, Mr. Farber disclaims any beneficial interest in the shares held by the Farber Foundation. Jack Farber also shares the power to vote and dispose of 209,000 shares of Common Stock owned by the Farber Family Foundation, Inc. (the "Farber Family Foundation") with his spouse, his son and his daughter, who are members, officers and directors of the Farber Family Foundation. Although the answer to row number 11 of Jack Farber's cover page includes the shares owned by the Farber Family Foundation, Mr. Farber disclaims any beneficial interest in the shares held by the Farber Family Foundation. The shares shown in the answer to row number 11 of Jack Farber's cover page includes 679,609 shares held directly by Mr. Farber's wife, as to which Mr. Farber disclaims beneficial ownership. CUSIP NO. 178666 10 3 AMENDMENT NO 25 TO SCHEDULE 13D SIGNATURE We, the undersigned: 1. Agree that this statement is filed on behalf of the undersigned. 2. After reasonable inquiry and to the best of our knowledge and belief, certify that the information set forth in this statement is true, complete and correct. /s/ Jack Farber ----------------------------------- JACK FARBER DELV, L.P. By: DELV, INC., its General Partner By: /s/ Ellen Beth Kurtzman ------------------------------- Ellen Beth Kurtzman President Date: January 16, 2002 -----END PRIVACY-ENHANCED MESSAGE-----