SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 33)(1)
CSS INDUSTRIES, INC.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
178666 10 3
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(CUSIP Number)
Alan Singer, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5224
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 16, 2005
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(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.
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(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
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jack Farber
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2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |_|
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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
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10 SHARED DISPOSITIVE POWER 353,245 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 465,755 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5%
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14 TYPE OF REPORTING PERSON* IN
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*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
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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.