-----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, H4tKq4cIx5V7P4NFqdSLrm5Y/Rq8rplPeKu/Xb4Eh4Kp62CMqRodJOkXOavxVpF5 ORZ8hgQLPT+IhK5+eTAVtQ== 0000950116-02-001446.txt : 20020628 0000950116-02-001446.hdr.sgml : 20020628 20020628121237 ACCESSION NUMBER: 0000950116-02-001446 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020628 GROUP MEMBERS: DELV, L.P. GROUP MEMBERS: JACK FARBER 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: 02690647 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.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 26)1 CSS INDUSTRIES, INC. -------------------- (Name of Issuer) Common Stock, $.10 par value ------------------------------ (Title of Class of Securities) 178666 10 3 -------------- (CUSIP Number) June 24, 2002 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) 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) 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. - -------- (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). (Page 1 of 7 Pages) _______________________________________________________________________________ CUSIP No. 178666 10 3 SCHEDULE 13D (Page 2 of 7 Pages) _______________________________________________________________________________ 1 NAMES 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) [x] _______________________________________________________________________________ 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 | | 128,709 Shares BENEFICIALLY |_____|_________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 1,703,003 Shares PERSON WITH |_____|_________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 128,709 Shares |_____|_________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 1,703,003 Shares _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,081,321 Shares _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.5% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________________________________________________________________________ CUSIP No. 178666 10 3 SCHEDULE 13D (Page 3 of 7 Pages) _______________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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 ITEM 2(d) or 2(e) [ ] _______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 1,515,151 Shares BENEFICIALLY |_____|_________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 Shares PERSON WITH |_____|_________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 1,515,151 Shares |_____|_________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 Shares _______________|_____|_________________________________________________________ 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) 20.0% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _______________________________________________________________________________ CUSIP No. 178666 10 3 SCHEDULE 13D (Page 4 of 7 Pages) _______________________________________________________________________________ This Amendment No. 26 amends the Schedule 13D filed by Jack Farber and Delv, L.P. (collectively, the "Filing Person") 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 26 is being filed to reflect the transfer of shares of Common Stock directly or indirectly owned by Jack Farber since the last amendment. Item 4. Jack Farber continues to serve as Chairman of CSS and he, and the other entities described below, may from time to time engage in certain transactions involving the acquisition or disposition of Common Stock. Except as set forth below, Jack Farber has no plans or proposals which may relate to or would result in any of the events described in paragraphs (a) through (j) of Item 4. 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 7,568,975 shares of Common Stock represented by CSS to be issued and outstanding as of the close of business on June 24, 2002. (b) Voting and Disposition Power of Securities Beneficially Owned by the Person Identified in Items 1 and 2. Jack Farber may be deemed to beneficially own 2,081,321 shares of Common Stock (27.5% of the issued and outstanding Common Stock of CSS). Of that amount, Jack Farber has sole voting and investment power with regard to 128,709 shares of Common Stock, including 9,419 shares of Common Stock owned by the Farber Family 1998 Grantor Retained Annuity Trust, and shared voting and investment power with regard to 1,703,003 shares of Common Stock. Jack Farber may be deemed to share voting and investment power as to 1,515,151 shares of Common Stock owned by Delv, L.P., a Delaware limited partnership, the general partner of which is Delv, Inc. (the "General Partner"). The General Partner has the power to vote and dispose of the shares of Common Stock owned by the Partnership. Jack 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, Jack 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, Ellen Beth Kurtzman has the power to vote and dispose of shares held by the Partnership. Jack Farber disclaims any beneficial ownership in the shares held by the Partnership for the account of limited partners other than Jack Farber. Jack Farber shares voting and investment power as to 132,202 shares of Common Stock owned by a trust for the benefit of David M. Farber, Jack Farber's son, for which Jack _______________________________________________________________________________ CUSIP No. 178666 10 3 SCHEDULE 13D (Page 5 of 7 Pages) _______________________________________________________________________________ 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. Jack Farber disclaims any beneficial ownership in the shares held by the David Farber Trust. Jack Farber may be deemed to share voting and investment power as to 55,650 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. Jack Farber disclaims any beneficial ownership in the shares held by the Grandchildren Trusts. The shares referenced as being beneficially owned by Jack Farber do not include shares owned by the Farber Family Foundation, Inc. (the "Farber Family Foundation") and the Farber Foundation, Inc. (the "Farber Foundation") which were inadvertently included in past filings. Jack Farber, his spouse, his son and his daughter are members, officers and directors of the Farber Familiy Foundation. Jack Farber and certain other directors and officers of CSS are members, directors or officers of the Farber Foundation. As a matter of policy, the Farber Foundation and the Farber Family Foundation, both of which are charitable foundations, will not vote the shares of Common Stock that they own. Jack Farber disclaims any beneficial ownership in the shares held by the Farber Foundation and the Farber Family Foundation. The shares referenced as being beneficially owned by Jack Farber includes shares owned by the David Farber Trust and the Grandchildren Trusts which were inadvertently omitted from past filings. As indicated above, Jack Farber disclaims any beneficial ownership in the shares held by the David Farber Trust and the Grandchildren Trusts. In addition, the shares referenced as being beneficially owned by Jack Farber includes 249,609 shares held directly by Jack Farber's wife, as to which Jack Farber disclaims beneficial ownership. (c) Transactions Effected since December 31, 2001. Jack Farber and certain of the entities described above engaged in dispositions of Common Stock since December 31, 2001, as described below. In February 2002, the Farber Family Foundation gifted 50,000 shares of Common Stock to a charitable institution. In February 2002, the David Farber Trust sold 400 shares of Common Stock at a price of $26.95 per share, 200 shares of Common Stock at a price of $27.00 per share, 5,400 shares of Common Stock at a price of $26.90 per share, 100 shares of Common Stock at a price of $26.96 per share and 3,400 shares of Common Stock at a price of $27.00 per share. In March 2002, the David Farber Trust sold 3,500 shares of Common Stock for a price of $29.00 per share. In March 2002, the Farber Foundation sold 1,000 shares of Common Stock for a price of $31.30 per share, 1,900 shares of Common Stock for a price of $31.10 per share, 100 shares of Common Stock for a price of $31.13 per share, 1,000 shares of Common Stock for a price of $31.05 per share, 1,200 shares of Common Stock for a price of $31.13 per share, 2,000 _______________________________________________________________________________ CUSIP No. 178666 10 3 SCHEDULE 13D (Page 6 of 7 Pages) _______________________________________________________________________________ shares of Common Stock for a price of $31.12 per share, 5,000 shares of Common Stock for a price of $31.26 per share, 5,000 shares of Common Stock for a price of $31.20 per share and 7,800 shares of Common Stock for a price of $31.35. In June 2002, Jack Farber sold 400,000 shares of Common Stock to CSS for a price of $33.00 per share. In June 2002, Jack Farber's wife sold 430,000 shares of Common Stock to CSS for a price of $33.00 per share. In June 2002, the David Farber Trust sold 105,000 shares of Common Stock to CSS for a price of $33.00 per share. _______________________________________________________________________________ CUSIP No. 178666 10 3 SCHEDULE 13D (Page 7 of 7 Pages) _______________________________________________________________________________ SIGNATURE 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 Farber ---------------------- Ellen Beth Kurtzman President Date: June 27, 2002 -----END PRIVACY-ENHANCED MESSAGE-----