0000020629-20-000025.txt : 20200304 0000020629-20-000025.hdr.sgml : 20200304 20200304173353 ACCESSION NUMBER: 0000020629-20-000025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200303 FILED AS OF DATE: 20200304 DATE AS OF CHANGE: 20200304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Farley Cara CENTRAL INDEX KEY: 0001657290 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02661 FILM NUMBER: 20688518 MAIL ADDRESS: STREET 1: C/O CSS INDUSTRIES, INC. STREET 2: 450 PLYMOUTH ROAD, SUITE 300 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 450 PLYMOUTH ROAD STREET 2: SUITE 300 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 610-729-3959 MAIL ADDRESS: STREET 1: 450 PLYMOUTH ROAD STREET 2: SUITE 300 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 FORMER COMPANY: FORMER CONFORMED NAME: CITY STORES CO DATE OF NAME CHANGE: 19851212 4 1 wf-form4_158336121524016.xml FORM 4 X0306 4 2020-03-03 1 0000020629 CSS INDUSTRIES INC CSS 0001657290 Farley Cara C/O CSS INDUSTRIES, INC. 450 PLYMOUTH ROAD, SUITE 300 PLYMOUTH MEETING PA 19462 0 1 0 0 Exec. VP - Sales and Marketing Common Stock ($.10 par value) 2020-03-03 4 U 0 3583 9.40 D 0 D Restricted Stock Units 0.0 2020-03-03 4 D 0 32354 D Common Stock ($.10 par value) 32354.0 0 D Pursuant to the terms of the agreement and plan of merger (the "Merger Agreement"), dated January 20, 2020, by and among CSS Industries, Inc., a Delaware corporation (the "Issuer"), TOM MERGER SUB INC., a Delaware corporation ("Merger Sub") and direct, wholly owned subsidiary of IG Design Group Americas, Inc., a Georgia corporation and wholly owned subsidiary of IG Design Group Plc, a public limited company incorporated and registered in England and Wales, on March 3, 2020, Merger Sub accepted the disposed shares that were tendered pursuant to Merger Sub's tender offer (the "Offer") for all of the outstanding shares of Issuer's common stock at a purchase price of $9.40 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes. Following consummation of the Offer, on March 3, 2020, Merger Sub merged with and into the Issuer (the "Merger"). Pursuant to the Merger Agreement, on March 3, 2020, each outstanding restricted stock unit (each, an "Issuer RSU") became fully vested and was cancelled in exchange for a cash payment, without interest and less applicable tax withholding, equal to the product of (A) $9.40, multiplied by (B) the number of shares of the Issuer's common stock subject to such Issuer RSU immediately prior to the effective time of the Merger. Michael A. Santivasci, Attorney in Fact 2020-03-04