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