-----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, SFuSWojBTPmWF5+pRH9W9Hq1RYafv7J6+aP7cK49J5c9o2Xly0hxPMFlTHtla6m8 Wmri+KS+JGWHuIDOmcp8Dg== 0001125282-06-006051.txt : 20061002 0001125282-06-006051.hdr.sgml : 20061002 20061002103027 ACCESSION NUMBER: 0001125282-06-006051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061002 DATE AS OF CHANGE: 20061002 GROUP MEMBERS: DAVID M. FARBER 2006 TRUST GROUP MEMBERS: DELV, L.P. GROUP MEMBERS: ELLEN B. KURTZMAN GROUP MEMBERS: JACK FARBER 2003 IRREVOCABLE TRUST GROUP MEMBERS: OLIVER ERNEST ASSOCIATES, LP GROUP MEMBERS: TRUST FBO DAVID M. FARBER GROUP MEMBERS: TRUST FBO ELLEN B. KURTZMAN GROUP MEMBERS: VIVIAN FARBER 2003 IRREVOCABLE TRUST 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: 061119106 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: KURTZMAN ELLEN B CENTRAL INDEX KEY: 0001253209 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CSS INDUSTRIES INC STREET 2: 1845 WALNUT STREET SUITE 800 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 215 569 9900 SC 13D/A 1 p415090_sc13d-a.txt FORM SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) CSS INDUSTRIES, INC. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 125906 10 7 (CUSIP Number) Alan Singer, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 2006 (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 [_] (Page 1 of 17 Pages) CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 2 OF 17 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ellen B. Kurtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK 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 2,002,007 Shares SHARES BENEFICIALLY 8 SHARED VOTING POWER 126,457 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER 2,002,007 Shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 126,457 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,128,464 Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) _______ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
2 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 3 OF 17 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 (SEE INSTRUCTIONS) (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK 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 750,000 Shares SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER 750,000 Shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) _______ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
3 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 4 OF 17 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trust FBO Ellen B. Kurtzman under the 2002 Farber Children's Trusts dated December 12, 2002 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF 7 SOLE VOTING POWER 0 Shares SHARES BENEFICIALLY 8 SHARED VOTING POWER 750,000 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 Shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 750,000 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) _______ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
4 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 5 OF 17 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trust FBO David M. Farber under the 2002 Farber Children's Trusts dated December 12, 2002 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF 7 SOLE VOTING POWER 0 Shares SHARES BENEFICIALLY 8 SHARED VOTING POWER 750,000 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 Shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 750,000 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) _______ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
5 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 6 OF 17 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Jack Farber 2003 Irrevocable Trust dated December 15, 2003 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF 7 SOLE VOTING POWER 565,151 Shares SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER 565,151 Shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 565,151 Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) _______ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
6 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 7 OF 17 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Vivian Farber 2003 Irrevocable Trust dated December 15, 2003 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF 7 SOLE VOTING POWER 351,042 Shares SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER 351,042 Shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 351,042 Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) _______ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
7 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 8 OF 17 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Oliver Ernest Associates, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK 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 66,732 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER 66,732 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,732 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) _______ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
8 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 9 OF 17 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The David M. Farber 2006 Trust dated March 29, 2006 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF 7 SOLE VOTING POWER 66,732 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 Shares OWNED BY EACH 9 SOLE DISPOSITIVE POWER 66,732 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,732 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) _______ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
9 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 10 OF 17 PAGES This Amendment No. 7 amends the Schedule 13D, as previously amended, filed by Ellen B. Kurtzman, Delv, L.P. (the "Partnership"), Trust FBO Ellen B. Kurtzman under The 2002 Farber Children's Trusts dated December 12, 2002 (the "EBK Trust"), Trust FBO David M. Farber under The 2002 Farber Children's Trusts dated December 12, 2002 (the "DMF Trust," and together with the EBK Trust, the "Children's Trusts"), The Jack Farber 2003 Irrevocable Trust dated December 15, 2003 (the "Jack Farber Trust") and The Vivian Farber 2003 Irrevocable Trust dated December 15, 2003 (the "Vivian Farber Trust") with respect to the common stock, par value $.10 per share ("Common Stock") of CSS Industries, Inc., a Delaware corporation ("CSS"). In addition, Oliver Ernest Associates, LP, a Delaware limited partnership ("Oliver Ernest LP") and The David M. Farber Trust dated March 29, 2006 (the "David Farber 2006 Trust") are joining in the filing of this Amendment No. 7 to Schedule 13D. Item 2. IDENTITY AND BACKGROUND. (a) Oliver Ernest LP and the David Farber 2006 Trust are joining in this filing, and the following information in this Item 2 supplements the information set forth in Item 2 of the initial filing of the Schedule 13D and in Item 2 of Amendment No. 1 to this Schedule 13D. Oliver Ernest LP is a Delaware limited partnership. Oliver Ernest Associates, LLC, a Delaware limited liability company, is the general partner of Oliver Ernest LP, and Ellen B. Kurtzman is the sole manager of Oliver Ernest Associates, LLC. The David Farber 2006 Trust was formed under the laws of the State of Florida. The David Farber 2006 Trust is the sole member of Oliver Ernest Associates, LLC, and the trustees of the David Farber 2006 Trust are Matthew H. Kamens and Lester E. Lipschutz. Information regarding Messrs. Kamens and Lipschutz is included on Appendix A hereto. (b) The business address of the Oliver Ernest LP and the David Farber 2006 Trust is 1105 North Market Street, Wilmington, DE 19801. (c) The principal business of the Oliver Ernest LP and the David Farber 2006 Trust is to manage their respective assets. (d) Neither Oliver Ernest LP nor the David Farber 2006 Trust has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) During the last five years, neither Oliver Ernest LP nor the David Farber 2006 Trust was a party to a civil proceeding of a judicial or administrative body as a result of which proceeding such entity or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. 10 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 11 OF 17 PAGES In addition to the foregoing information regarding Oliver Ernest LP and the David Farber 2006 Trust, this Item 2 is being amended to correct information regarding the laws of the state under which the Jack Farber Trust and the Vivian Farber Trust were formed. Those trusts were formed under the laws of the Commonwealth of Pennsylvania. Item 5. INTEREST IN SECURITIES OF THE ISSUER Ellen B. Kurtzman may be deemed to beneficially own 2,128,464 shares of Common Stock (20.2 percent of the issued and outstanding Common Stock of CSS, based upon information provided by CSS in its annual report on Form 10-Q for the quarter ended June 30, 2006 indicating that 10,553,315 shares of Common Stock were issued and outstanding on August 4, 2006). Of that amount, she has sole voting and investment power with regard to 2,002,007 shares and shared voting and investment power with regard to 126,457 shares. The shares as to which Ellen B. Kurtzman has sole voting and investment power are as follows: o 83,667 shares of Common Stock owned directly. o 95,281 shares of Common Stock held by the Farber Family Charitable Lead Annuity Trust (the "Farber Charitable Trust"), of which Ellen B. Kurtzman is the sole trustee. o 750,000 shares of Common Stock (7.1 percent of the issued and outstanding Common Stock of CSS) owned by the Partnership. Ellen B. Kurtzman exercises voting and investment power over these shares through Delv, Inc. (the "General Partner"), a Delaware corporation and general partner of the Partnership, which has the sole voting and investment power with regard to the shares of Common Stock owned by the Partnership. One-half of the outstanding common stock of the General Partner is held by each of the Children's Trusts, for which Ellen B. Kurtzman serves as sole trustee. As a result, the Children's Trusts may be deemed to have shared voting and investment power with regard to the 750,000 shares held by the Partnership. Ellen B. Kurtzman also is the sole director of the General Partner and serves as the President, Secretary and Treasurer of the General Partner. In that capacity, Ellen B. Kurtzman has the power to act on behalf of the General Partner to vote and dispose of shares held by the Partnership. The General Partner holds a 0.1 percent interest in the Partnership, and the remaining 99.9 percent interest in the Partnership is owned by the 2003 Farber Family Trust (the "2003 Trust"), of which Ellen B. Kurtzman is the sole trustee. Because the limited partners of the Partnership, in their capacity as limited partners, do not have power to vote or dispose of the shares of Common Stock held by the Partnership, the 2003 Trust is not deemed to have voting or investment power with respect to the Common Stock held by the Partnership. The 2003 Trust does not otherwise have voting or investment power with respect to any shares of Common Stock. 11 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 12 OF 17 PAGES o 565,151 shares (5.4 percent of the issued and outstanding stock of CSS) held by the Jack Farber Trust, of which Ellen B. Kurtzman is the sole trustee and Jack Farber is the sole beneficiary. o 351,042 shares held by the Vivian Farber Trust, of which Ellen B. Kurtzman is the sole trustee and Vivian Farber is the sole beneficiary. o 66,732 shares of Common Stock held by Oliver Ernest LP, a Delaware limited partnership. Ellen B. Kurtzman exercises voting and investment power over these shares as Manager of Oliver Ernest Associates, LLC, a Delaware limited liability company that is the general partner of Oliver Ernest LP. The single member of Oliver Ernest Associates, LLC is the David Farber 2006 Trust. As a result, the David Farber 2006 Trust may be deemed to have sole voting and investment power with regard to the 66,732 shares of Common Stock held by Oliver Ernest Associates. Information with regard to Matthew H. Kamens and Lester E. Lipschutz, the trustees of the David Farber 2006 Trust, is set forth in Appendix A to this schedule. The limited partners of Oliver Ernest LP are the Trust of Jack Farber FBO William Joseph Farber dated December 6, 1989 (the "William Farber Trust") and the David M. Farber Trust dated January 9, 1998 (the "David Farber 1998 Trust"). Because the limited partners of Oliver Ernest LP, in their capacity as limited partners, do not have power to vote or dispose of the shares of Common Stock held by Oliver Ernest LP, the limited partners are not deemed to have voting or investment power with respect to the Common Stock held by Oliver Ernest LP, and do not otherwise have voting or investment power with respect to any shares of Common Stock. Ellen B. Kurtzman may also be deemed to have sole voting and investment power with respect to 90,134 shares held by the Farber Family Foundation, Inc., a charitable foundation (the "Farber Family Foundation"). Ellen B. Kurtzman, Jack Farber, her father, Vivian Farber, her mother, and David M Farber, her brother, are members, officers and directors of the Farber Family Foundation. However, only Ellen B. Kurtzman has authority to exercise voting and investment power with respect to shares of Common Stock currently held by the Farber Family Foundation. As a matter of policy, the Farber Family Foundation does not vote the shares of Common Stock that it owns. Ellen B. Kurtzman disclaims any beneficial ownership in the shares held by the Farber Family Foundation. In addition, Ellen B. Kurtzman shares voting and investment power with respect to the following shares of common stock: o 83,475 shares of Common Stock owned by trusts for the benefit of two of her children, for which she serves as co-trustee with her mother. 12 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 13 OF 17 PAGES o 42,982 shares of Common Stock owned by a trust for the benefit of her son, for which she serves as co-trustee with her brother. On September 15, 2006, the William Farber Trust contributed 46,732 shares of Common Stock and the David Farber 1998 Trust contributed 20,000 shares of Common Stock to Oliver Ernest LP. Prior to the contributions, Ellen B. Kurtzman, as co-trustee, shared voting and investment power as to the Common Stock held by William Farber Trust, and had no voting or investment power with regard to the shares of Common Stock held by the David Farber 1998 Trust. On December 31, 2005, the Farber Charitable Trust donated 41,495 shares of Common Stock to the Farber Family Foundation. In addition, subsequent to the filing date of Amendment No. 6 to the Schedule 13D, the Farber Family Foundation sold an aggregate of 51,711 shares of Common Stock as follows: NUMBER PRICE DATE OF SALE OF SHARES PER SHARE ($) - ------------------ --------- ------------- August 22, 2005 2,000 36.53 August 22, 2005 300 36.59 August 23, 2005 300 36.27 August 23, 2005 1,500 36.28 August 24, 2005 2,900 36.20 August 30, 2005 2,000 35.12 August 30, 2005 2,000 35.21 August 30, 2005 1,000 35.22 August 30, 2005 1,000 35.23 August 30, 2005 1,000 35.25 September 6, 2005 1,000 36.60 September 7, 2005 1,300 36.22 September 7, 2005 900 36.23 September 7, 2005 400 36.20 September 7, 2005 1,700 36.26 September 7, 2005 1,700 36.50 September 12, 2005 2,000 35.25 September 12, 2005 2,000 35.45 September 14, 2005 3,000 34.00 September 19, 2005 7,000 34.00 October 19, 2005 1,000 34.00 October 19, 2005 1,000 34.05 October 19, 2005 1,000 34.10 October 19, 2005 1,000 34.30 October 19, 2005 900 34.44 October 19, 2005 1,100 34.45 October 20, 2005 500 34.30 October 20, 2005 100 34.00 October 20, 2005 1,000 34.15 October 20, 2005 500 34.17 October 21, 2005 8,611 34.00 TOTAL 51,711 13 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 14 OF 17 PAGES The sales by the Farber Family Foundation listed in the table above were effected in the public trading markets pursuant to a plan intended to comply with Rule 10b5-1(c) under the Securities Exchange Act. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 6. Agreement relating to joint filing of this statement. Exhibit 6 provides as follows: By the execution of this Amendment No. 7 to Schedule 13D, each of the persons signing this Amendment No. 7 to Schedule 13D agrees that this Amendment No. 7 to Schedule 13D and any further amendment to the Schedule 13D shall be filed on behalf of each of them. 14 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 15 OF 17 PAGES SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. /s/ Ellen B. Kurtzman ---------------------------------------- Ellen B. Kurtzman DELV, L.P. By: DELV, INC., its General Partner By: /s/ Ellen B. Kurtzman -------------------------------- Ellen B. Kurtzman, President TRUST FBO ELLEN B. KURTZMAN UNDER THE 2002 FARBER CHILDREN'S TRUSTS DATED DECEMBER 12, 2002 By: /s/ Ellen B. Kurtzman ------------------------------------ Ellen B. Kurtzman, Trustee TRUST FBO DAVID M. FARBER UNDER THE 2002 FARBER CHILDREN'S TRUSTS DATED DECEMBER 12, 2002 By: /s/ Ellen B. Kurtzman ------------------------------------ Ellen B. Kurtzman, Trustee THE JACK FARBER 2003 IRREVOCABLE TRUST DATED DECEMBER 15, 2003 By: /s/ Ellen B. Kurtzman ------------------------------------ Ellen B. Kurtzman, Trustee SIGNATURES CONTINUED ON NEXT PAGE 15 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 16 OF 17 PAGES SIGNATURES CONTINUED FROM PREVIOUS PAGE THE VIVIAN FARBER 2003 IRREVOCABLE TRUST DATED DECEMBER 15, 2003 By: /s/ Ellen B. Kurtzman ------------------------------------ Ellen B. Kurtzman, Trustee OLIVER ERNEST ASSOCIATES, LP By: Oliver Ernest Associates, LLC, its General Partner By: /s/ Ellen B. Kurtzman -------------------------------- Ellen B. Kurtzman, Manager THE DAVID M. FARBER 2006 TRUST DATED MARCH 29, 2006 By: /s/ Lester E. Lipschutz ------------------------------------ Lester E. Lipschutz, Trustee Date: September 28, 2006 16 CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 17 OF 17 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 - ------------------- ----------------------- -------------------------------------------- Matthew H. Kamens Wolf, Block, Schorr and Partner, Wolf, Block, Schorr and Solis-Cohen Solis-Cohen LLP, LLP (a law firm), 1650 Arch Street, 22nd 1650 Arch Street, 22nd Floor, Philadelphia, PA 19103 Floor, Philadelphia, PA 19103 Lester E. Lipschutz Wolf, Block, Schorr Partner, Wolf, Block, Schorr and Solis-Cohen and Solis-Cohen LLP, LLP (a law firm), 1650 Arch Street, 22nd 1650 Arch Street, 22nd Floor, Philadelphia, PA 19103 Floor, 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). 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. 17 -----END PRIVACY-ENHANCED MESSAGE-----