SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CSS INDUSTRIES, INC.
--------------------
(Name of Issuer)
Common Stock, $.10 par value
----------------------------
(Title of Class of Securities)
178666 10 3
-----------
(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)
December 15, 2003
-----------------
(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 13 Pages)
CUSIP No. 178666 10 3 SCHEDULE 13D Page 2 of 13 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ellen B. Kurtzman
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
OO
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 2,577,058 Shares
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 301,767 Shares
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 2,577,058 Shares
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 301,767 Shares
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,878,825 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)
24.4%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
CUSIP No. 178666 10 3 SCHEDULE 13D Page 3 of 13 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* (a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
OO
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 750,000 Shares
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0 Shares
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 750,000 Shares
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0 Shares
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000 Shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP No. 178666 10 3 SCHEDULE 13D Page 4 of 13 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* (a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
OO
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0 Shares
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 750,000 Shares
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 0 Shares
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 750,000 Shares
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000 Shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
CUSIP No. 178666 10 3 SCHEDULE 13D Page 5 of 13 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* (a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
OO
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0 Shares
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 750,000 Shares
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 0 Shares
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 750,000 Shares
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000 Shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
CUSIP No. 178666 10 3 SCHEDULE 13D Page 6 of 13 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* (a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
OO
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 965,151 Shares
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0 Shares
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 965,151 Shares
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0 Shares
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
965,151 Shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
CUSIP No. 178666 10 3 SCHEDULE 13D Page 7 of 13 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* (a) [ ]
(b) [X]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
OO
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 351,042 Shares
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0 Shares
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 351,042 Shares
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0 Shares
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
351,042 Shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
CUSIP No. 178666 10 3 SCHEDULE 13D Page 8 of 13 Pages
This Amendment No. 1 amends the Schedule 13D 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") and 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") with
respect to the common stock, par value $.10 per share ("Common Stock") of CSS
Industries, Inc., a Delaware corporation ("CSS"). In addition, 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") are joining in the filing of this Amendment No. 1 to Schedule 13D.
Item 2. Identity and Background.
(a) The Jack Farber Trust and the Vivian Farber 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. Each of the Jack Farber Trust and the Vivian Farber
Trust was formed under the laws of the State of Florida. Ellen B.
Kurtzman is the sole trustee of the Jack Farber Trust and the Vivian
Farber Trust.
(b) The business address of the Jack Farber Trust and the Vivian Farber
Trust is 1105 North Market Street, Wilmington, DE 19801.
(c) The principal business of the Jack Farber Trust and the Vivian
Farber Trust is to manage their respective assets.
(d) Neither the Jack Farber Trust nor the Vivian Farber 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 the Jack Farber Trust nor the
Vivian Farber 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.
8
CUSIP No. 178666 10 3 SCHEDULE 13D Page 9 of 13 Pages
Item 3. Source and Amount of Funds or Other Consideration
As described in Item 5, the Jack Farber Trust and the Vivian Farber
Trust acquired the Common Stock currently held by them as a result of
contributions of shares of Common Stock by Jack Farber and Vivian Farber,
respectively.
Item 5. Interest in Securities of the Issuer.
The share numbers set forth in this Amendment No. 1 to Schedule 13D
reflect a 3-for-2 stock split in the form of a stock dividend paid by CSS on
July 10, 2003 to holders of record on June 30, 2003.
Ellen B. Kurtzman may be deemed to beneficially own 2,878,825 shares of
Common Stock (24.4 percent of the issued and outstanding Common Stock of CSS,
based upon 11,813,294 shares of Common Stock issued and outstanding on September
30, 2003, as set forth in CSS' Form 10-Q for the quarter ended September 30,
2003). Of that amount, she has sole voting and investment power with regard to
2,577,058 shares and shared voting and investment power with regard to 301,767
shares. The shares as to which Ellen B. Kurtzman has sole voting and investment
power are as follows:
o 331,587 shares of Common Stock owned directly.
o 179,278 shares of Common Stock held by the Farber Family Charitable
Lead Annuity Trust (the "Farber Family Trust"), of which Ellen B.
Kurtzman is the sole trustee.
o 750,000 shares of Common Stock (6.3 percent of the issued and
outstanding Common Stock of CSS) owned by the Partnership. Ellen B.
Kurtzman exercises voting and investment power 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.
9
CUSIP No. 178666 10 3 SCHEDULE 13D Page 10 of 13 Pages
o 965,151 shares (8.2 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.
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.
o 218,292 shares of Common Stock owned by two trusts, one for the
benefit of her son and one for the benefit of her nephew, for which
she serves as co-trustee with her brother.
The shares referenced as being beneficially owned by Ellen B. Kurtzman
do not include shares owned by the Farber Family Foundation, Inc. (the "Farber
Family Foundation"). Ellen B. Kurtzman, her father, her mother and her brother
are members, officers and directors of the Farber Family Foundation. As a matter
of policy, the Farber Family Foundation, which is a charitable 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.
On December 15, 2003, the following transactions were
effected:
o Jack Farber contributed 965,151 shares to the Jack Farber Trust.
o Vivian Farber contributed 351,042 shares to the Vivian Farber Trust.
o The Farber Family Trust donated 45,722 shares to the Farber Family
Foundation.
In the initial filing on Schedule 13D, it was reported that, on July 8,
2003, the Children's Trusts purchased all of the shares of stock of the General
Partner from Jack Farber for $17,850 (subject to adjustment following a final
valuation report of a financial consulting firm). Each of the Children's Trusts
owns one-half of the shares of the General Partner. In order to fund the
purchase, Jack Farber made gifts to the trusts equal to the aggregate purchase
price for the shares of the General Partner. Based on the final valuation
report, the sale price was adjusted to $17,408. After taking into account cash
assets of the General Partner (held directly or through its 0.1 percent interest
in the Partnership), the purchase price per share of the 500 shares of Common
Stock held indirectly by the General Partner through the Partnership may be
deemed to be $28.51 (this amount does not reflect the 3-for-2 stock split
referenced in Item 5).
10
CUSIP No. 178666 10 3 SCHEDULE 13D Page 11 of 13 Pages
In addition, in the same filing, it was reported that, on July 9, 2003,
the 2003 Trust purchased from Jack Farber, for $9,866,707 (subject to adjustment
following a final valuation report of a financial consulting firm), a 99.9
percent limited partnership interest in the Partnership. In connection with this
transaction, the 2003 Trust issued a promissory note in the principal amount of
$8,866,707 to Mr. Farber. Interest on the unpaid balance of the note is 2.55
percent per annum; the entire balance of accrued and unpaid interest and
principal will be due and payable on December 31, 2011. Based on the final
valuation report, the sale price was adjusted to $9,793,439 and the principal
amount of the note was adjusted to $8,793,439 After taking into account the cash
assets of the Partnership, the purchase price per share of the 499,500 shares of
Common Stock (held indirectly through the 99.9 percent limited partnership
interest) may be deemed to be $19.18 (this amount does not reflect the 3-for-2
stock split referenced in Item 5).
Item 7. Material to be Filed as Exhibits.
5. Agreement relating to joint filing of this statement. Exhibit 5
provides as follows:
By the execution of this Amendment No. 1 to Schedule 13D, each of
the persons signing this Amendment No. 1 to Schedule 13D agrees that
this Amendment No. 1 to Schedule 13D and any further amendment to
the Schedule 13D shall be filed on behalf of each of them.
11
CUSIP No. 178666 10 3 SCHEDULE 13D Page 12 of 13 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.
ELLEN B. KURTZMAN
------------------------------------------
Ellen B. Kurtzman
DELV, L.P.
By: DELV, INC., its General Partner
By: ELLEN B. KURTZMAN
--------------------------------------
Ellen B. Kurtzman, President
TRUST FBO ELLEN B. KURTZMAN UNDER THE 2002
FARBER CHILDREN'S TRUSTS DATED
DECEMBER 12, 2002
By: ELLEN B. KURTZMAN
--------------------------------------
Ellen B. Kurtzman, Trustee
TRUST FBO DAVID M. FARBER UNDER THE 2002
FARBER CHILDREN'S TRUSTS DATED
DECEMBER 12, 2002
By: ELLEN B. KURTZMAN
--------------------------------------
Ellen B. Kurtzman, Trustee
THE JACK FARBER 2003 IRREVOCABLE TRUST
DATED DECEMBER 15, 2003
By: ELLEN B. KURTZMAN
--------------------------------------
Ellen B. Kurtzman, Trustee
12
CUSIP No. 178666 10 3 SCHEDULE 13D Page 13 of 13 Pages
THE VIVIAN FARBER 2003 IRREVOCABLE TRUST
DATED DECEMBER 15, 2003
By: ELLEN B. KURTZMAN
------------------------------------
Ellen B. Kurtzman, Trustee
Date: December 18, 2003
13