CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 1 of 11 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 31)1
CSS INDUSTRIES, INC.
-------------------------------
(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
----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 15, 2004
-------------------------------
(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.
(Page 1 of 11 Pages)
--------
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).
CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 2 of 11 Pages
_______________________________________________________________________________
1 NAME 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 | 7 | SOLE VOTING POWER
SHARES | | 274,510 Shares
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 539,454 Shares
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 274,510 Shares
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 539,454 Shares
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
813,964 Shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 3 of 11 Pages
This Amendment No. 31 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 813,964 shares
of Common Stock (6.9% of the issued and outstanding Common Stock of CSS, based
upon information provided by CSS indicating that 11,810,729 shares of Common
Stock were issued and outstanding on March 19, 2004). Of that amount, he has
sole voting and investment power with regard to 274,510 shares of Common Stock
that he owns directly and may be deemed to have shared voting and investment
power with regard to 539,454 shares of Common Stock. Shares as to which he has
shared voting and investment power include the following:
o 158,303 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.
Although Jack Farber is including shares held by these entities in his
beneficial ownership for purposes of his Schedule 13D beginning with this
Amendment No. 31, he continues to disclaim beneficial ownership with regard to
these shares:
o 266,000 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 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 45,722 shares that are held by the Farber Family
Foundation 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, Stephen 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/A Page 4 of 11 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. 30
to Jack Farber's Schedule 13D, Jack Farber and the David Farber Trust sold an
aggregate of 131,000 shares of Common Stock as follows:
JACK FARBER
Number Price
Date of Sale of Shares Per Share
------------ --------- ---------
December 22, 2003 1,000 $ 30.40
December 22, 2003 500 $ 30.42
December 22, 2003 1,000 $ 30.45
December 22, 2003 1,500 $ 30.51
December 22, 2003 100 $ 30.52
December 22, 2003 1,200 $ 30.55
December 23, 2003 600 $ 30.45
December 23, 2003 100 $ 30.48
December 29, 2003 4,000 $ 30.50
December 29, 2003 500 $ 30.64
December 29, 2003 700 $ 30.70
December 29, 2003 500 $ 30.71
December 29, 2003 200 $ 30.75
December 29, 2003 100 $ 30.77
January 5, 2004 1,000 $ 31.00
January 5, 2004 1,000 $ 31.01
CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 5 of 11 Pages
JACK FARBER (continued)
Number Price
Date of Sale of Shares Per Share
------------ --------- ---------
January 5, 2004 200 $ 31.10
January 5, 2004 300 $ 31.12
January 5, 2004 500 $ 31.21
January 5, 2004 500 $ 31.30
January 7, 2004 600 $ 30.65
January 7, 2004 200 $ 30.70
January 8, 2004 100 $ 30.58
January 8, 2004 200 $ 30.59
January 8, 2004 800 $ 30.60
January 8, 2004 300 $ 30.61
January 8, 2004 300 $ 30.65
January 12, 2004 500 $ 30.30
January 12, 2004 500 $ 30.35
January 12, 2004 300 $ 30.38
January 12, 2004 400 $ 30.40
January 12, 2004 500 $ 30.45
January 13, 2004 300 $ 30.25
January 13, 2004 1,000 $ 30.29
January 14, 2004 300 $ 30.12
January 14, 2004 200 $ 30.20
January 15, 2004 1,100 $ 30.04
January 15, 2004 300 $ 30.07
January 15, 2004 400 $ 30.10
January 15, 2004 200 $ 30.15
January 20, 2004 900 $ 30.06
CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 6 of 11 Pages
JACK FARBER (continued)
Number Price
Date of Sale of Shares Per Share
------------ --------- ---------
January 20, 2004 2,100 $ 30.05
January 20, 2004 1,000 $ 30.10
January 21, 2004 300 $ 30.09
January 22, 2004 500 $ 30.00
January 22, 2004 600 $ 30.05
January 22, 2004 400 $ 30.13
January 23, 2004 200 $ 30.00
January 26, 2004 700 $ 30.00
January 26, 2004 300 $ 30.01
January 27, 2004 300 $ 30.02
January 27, 2004 3,300 $ 30.05
January 27, 2004 700 $ 30.06
January 28, 2004 600 $ 30.00
January 28, 2004 100 $ 30.10
February 2, 2004 500 $ 29.97
February 2, 2004 5,500 $ 30.00
February 9, 2004 5,800 $ 30.00
February 9, 2004 200 $ 30.01
February 17, 2004 2,000 $ 30.70
February 17, 2004 2,000 $ 30.80
February 17, 2004 2,000 $ 30.90
February 23, 2004 2,500 $ 29.79
February 23, 2004 1,600 $ 29.80
February 23, 2004 1,000 $ 29.85
February 24, 2004 900 $ 29.80
CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 7 of 11 Pages
JACK FARBER (continued)
Number Price
Date of Sale of Shares Per Share
------------ --------- ---------
March 1, 2004 2,000 $ 31.07
March 1, 2004 2,500 $ 31.20
March 1, 2004 500 $ 31.25
March 1, 2004 1,000 $ 31.30
March 1, 2004 1,000 $ 30.00
March 8, 2004 2,500 $ 32.50
March 8, 2004 1,000 $ 32.55
March 8, 2004 1,500 $ 32.57
March 8, 2004 1,000 $ 32.60
March 15, 2004 5,900 $ 32.50
March 15, 2004 100 $ 32.51
March 22, 2004 2,000 $ 31.80
March 22, 2004 2,000 $ 31.81
March 22, 2004 2,000 $ 31.83
March 29, 2004 500 $ 33.35
March 29, 2004 500 $ 33.36
March 29, 2004 500 $ 33.50
March 30, 2004 1,500 $ 33.44
March 31, 2004 100 $ 33.07
March 31, 2004 500 $ 33.21
March 31, 2004 100 $ 33.25
April 1, 2004 1,800 $ 33.17
April 1, 2004 500 $ 33.20
Total 91,000
CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 8 of 11 Pages
DAVID FARBER TRUST
Number Price
Date of Sale of Shares Per Share
------------ --------- ---------
February 2, 2004 500 $ 29.98
February 2, 2004 2,000 $ 30.00
February 2, 2004 1,000 $ 30.01
February 2, 2004 1,000 $ 30.02
February 2, 2004 1,400 $ 30.03
February 2, 2004 100 $ 30.04
February 2, 2004 1,000 $ 30.05
February 3, 2004 5,500 $ 30.05
February 3, 2004 500 $ 30.10
February 3, 2004 500 $ 30.12
February 3, 2004 1,000 $ 30.15
February 4, 2004 5,500 $ 30.02
March 8, 2004 20,000 $ 31.34
Total 40,000
All of the sales by Jack Farber were effected in the public trading
markets pursuant to a plan intended to comply with Rule 10b5-1(c) under the
Exchange Act, except for 1,000 shares sold on March 1, 2003 to another director
of CSS in a private transaction. Of the shares of Common Stock sold by the David
Farber Trust, 20,000 shares were sold in transactions effected in the public
trading markets. The 20,000 shares sold on March 8, 2004 were sold to CSS, and
the price per share in the transaction was determined through negotiations with
a Special Committee of CSS' Board of Directors (consisting of three
non-management directors).
CUSIP No. 178666 10 3 SCHEDULE 13D/A Page 9 of 11 Pages
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 2, 2004
CUSIP No. 178666 10 3 SCHEDULE 13D Page 10 of 11 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
Stephen V. Dubin CSS Industries, Inc. Executive Vice President and Secretary, CSS
1845 Walnut Street Industries, Inc. (the issuer - a manufacturer
Philadelphia, PA 19103 and seller of seasonal and social expression
products), 1845 Walnut Street, Philadelphia,
PA 19103
Clifford E. Pietrafitta CSS Industries, Inc. Vice President - Finance, Chief Financial Officer,
1845 Walnut Street CSS Industries, Inc. (the issuer - a manufacturer
Philadelphia, PA 19103 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/A Page 11 of 11 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.