0000950116-05-001272.txt : 20120618 0000950116-05-001272.hdr.sgml : 20120618 20050404161917 ACCESSION NUMBER: 0000950116-05-001272 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050404 DATE AS OF CHANGE: 20050404 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-18240 FILM NUMBER: 05730081 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 BUSINESS ADDRESS: BUSINESS PHONE: 5616271630 MAIL ADDRESS: STREET 1: 3056 MIRO DRIVE NORTH CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 SC 13D 1 sc13d.txt SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 33)(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 16, 2005 ------------------------------------------------------ (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. -------- (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 8 Pages) CUSIP NO. 178666 10 3 SCHEDULE 13D PAGE 2 OF 8 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) |_| ------------------- ------------------------------------------------------------ 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 SHARES 7 SOLE VOTING POWER 112,510 Shares BENEFICIALLY OWNED BY EACH ------ ----------------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER 353,245 Shares WITH ------ ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 112,510 Shares ------------------- ------ ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 353,245 Shares ------------------- ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 465,755 Shares ------------------- ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| ------------------- ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% ------------------- ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN ------------------- ------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 178666 10 3 SCHEDULE 13D PAGE 3 OF 8 PAGES This Amendment No. 33 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 465,755 shares of Common Stock (4.5% of the issued and outstanding Common Stock of CSS, based upon information provided by CSS indicating that 10,384,534 shares of Common Stock were issued and outstanding on March 16, 2005). Of that amount, he has sole voting and investment power with regard to 112,510 shares of Common Stock that he owns directly and may be deemed to have shared voting and investment power with regard to 353,245 shares of Common Stock. Shares as to which he has shared voting and investment power include the following: o 80,383 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. Jack Farber disclaims beneficial ownership with regard to these shares: o 157,711 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, his son, 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 48,639 shares that are held by the Farber Family Foundation with respect to which Ellen B. Kurtzman has sole voting and investment power, and this Schedule does not reflect transactions in shares of Common Stock 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, Steven 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 PAGE 4 OF 8 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. 32 to Jack Farber's Schedule 13D, Jack Farber received 100,000 shares of Common Stock as a result of a contribution made to him on February 23, 2005 by the Jack Farber 2003 Irrevocable Trust dated December 15, 2003 (the "2003 Trust"). Ellen B. Kurtzman is the sole trustee of the 2003 Trust. In connection with an issuer tender offer by CSS, which was completed on March 16, 2005, the David Farber Trust sold 77,920 shares of Common Stock and the Farber Family Foundation sold 43,289 shares. In addition, Jack Farber and the Farber Family Foundation sold an aggregate of 110,500 shares of Common Stock as follows: JACK FARBER NUMBER PRICE DATE OF SALE OF SHARES PER SHARE ($) ------------ --------- ------------- January 18, 2005 4,700 31.90 January 18, 2005 1,100 31.91 January 18, 2005 200 31.89 January 24, 2005 3,000 31.60 January 25, 2005 3,000 31.75 January 31, 2005 2,000 32.00 January 31, 2005 2,800 31.99 January 31, 2005 1,200 31.92 February 7, 2005 1,100 32.41 February 7, 2005 800 32.44 February 7, 2005 1,100 32.47 February 7, 2005 3,000 32.58 February 14, 2005 2,000 32.90 February 15, 2005 2,000 32.70 February 15, 2005 2,000 32.50 February 22, 2005 800 32.59 February 23, 2005 2,000 32.45 February 23, 2005 1,200 32.50 February 24, 2005 2,000 32.40 February 28, 2005 2,700 33.00 March 1, 2005 3,300 33.00 March 7, 2005 1,100 33.36 March 7, 2005 700 33.40 CUSIP NO. 178666 10 3 SCHEDULE 13D PAGE 5 OF 8 PAGES JACK FARBER (CONT'D) NUMBER PRICE DATE OF SALE OF SHARES PER SHARE ($) ------------ --------- ------------- March 7, 2005 1,000 33.50 March 7, 2005 1,000 33.60 March 7, 2005 1,000 33.68 March 7, 2005 800 33.70 March 7, 2005 300 33.71 March 7, 2005 100 33.72 March 14, 2005 2,000 34.00 March 14, 2005 1,600 34.04 March 16, 2005 200 33.68 March 16, 2005 2,200 33.65 March 21, 2005 5,900 33.60 March 21, 2005 100 33.70 March 28, 2005 1,000 34.70 March 28, 2005 300 34.80 March 29, 2005 1,700 34.70 March 29, 2005 1,000 34.78 March 29, 2005 1,000 34.84 March 29, 2005 1,000 34.90 TOTAL 66,000 FARBER FAMILY FOUNDATION NUMBER PRICE DATE OF SALE OF SHARES PER SHARE ($) ------------ --------- ------------- January 18, 2005 7,700 32.00 January 19, 2005 11,500 32.00 January 19, 2005 1,000 32.02 January 25, 2005 4,300 32.00 January 25, 2005 5,000 32.00 March 15, 2005 5,000 33.55 March 21, 2005 4,800 33.60 March 21, 2005 200 33.61 March 28, 2005 1,000 34.80 March 28, 2005 2,000 34.60 March 28, 2005 600 34.70 March 28, 2005 400 34.72 March 29, 2005 1,000 34.63 TOTAL 44,500 The sales by Jack Farber and the Farber Family Foundation were effected in the public trading markets pursuant to plans intended to comply with Rule 10b5-1(c) under the Securities Exchange Act. CUSIP NO. 178666 10 3 SCHEDULE 13D PAGE 6 OF 8 PAGES As a result of these transactions, Jack Farber ceased to be a beneficial owner of five percent of the outstanding Common Stock on March 16, 2005. 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 4, 2005 CUSIP NO. 178666 10 3 SCHEDULE 13D PAGE 7 OF 8 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 Steven V. Dubin CSS Industries, Inc. Executive Vice President, CSS Industries, 1845 Walnut Street Inc. (the issuer - a manufacturer and seller Philadelphia, PA 19103 of seasonal and social expression products), 1845 Walnut Street, Philadelphia, PA 19103 Clifford E. Pietrafitta CSS Industries, Inc. Vice President - Finance, Chief Financial 1845 Walnut Street Officer, CSS Industries, Inc. (the issuer - Philadelphia, PA 19103 a manufacturer 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 PAGE 8 OF 8 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.