sc13d
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Common Stock, $.10 par value
(Title of Class of Securities)
(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)
(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 o
(Page 1 of 8 Pages)
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CUSIP No. |
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125906 10 7 |
SCHEDULE 13D |
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NAMES OF REPORTING PERSONS
Jack Farber |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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SOLE VOTING POWER |
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NUMBER OF |
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595,961 Shares |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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486,576 Shares |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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595,961 Shares |
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WITH |
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SHARED DISPOSITIVE POWER |
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486,576 Shares |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,082,537 Shares |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.9% |
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14 |
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TYPE OF REPORTING PERSON (See Instructions) |
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IN |
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CUSIP No. |
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125906 10 7 |
SCHEDULE 13D |
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Item 1. Security and Issuer.
This statement relates to the Common Stock, $.10 par value (the Common Stock), of CSS
Industries, Inc. (CSS). The address of CSS executive offices is 1845 Walnut Street,
Philadelphia, Pennsylvania 19103.
Item 2. Identity and Background.
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(a) |
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The person filing this statement is Jack Farber. |
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(b) |
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The business address of Jack Farber is CSS Industries, Inc.,
1845 Walnut Street, Philadelphia, Pennsylvania 19103. |
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(c) |
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Jack Farbers principal occupation is Chairman of the Board of
Directors of CSS. |
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(d) |
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During the last five years, Jack Farber has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
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(e) |
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During the last five years, Jack Farber has not been a party to
a civil proceeding of a judicial or administrative body as a result of which
proceeding he 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 violation with respect to such
laws. |
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(f) |
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Jack Farber is a United States citizen. |
Item 3. Source and Amount of Funds or Other Consideration
As described in more detail in Item 5, Jack Farber most recently acquired beneficial ownership
of most of the shares of Common Stock reported on this Schedule 13D as a result of a distribution
of shares held by The Jack Farber Irrevocable Trust dated December 15, 2003 (the Jack Farber
Irrevocable Trust) and The Vivian Farber Irrevocable Trust dated December 15, 2003 (the
Vivian Farber Irrevocable Trust), to the trust under The Jack Farber Amended and Restated
Revocable Indenture of Trust dated October 28, 2005 (the Jack Farber Revocable Trust) and the
trust under The Vivian Farber Amended and Restated Revocable Indenture of Trust dated October 28,
2005 (the Vivian Farber Revocable Trust), respectively.
Item 4. Purpose of Transaction.
Jack Farber serves as Chairman of the Board of Directors of CSS and he, and the other entities
identified in Item 5 below, may from time to time engage in transactions involving the acquisition
or disposition of Common Stock. The Jack Farber Revocable Trust has entered into a plan intended
to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934. Under the plan, the
Jack Farber Revocable Trust may sell up to 175,000 shares of Common Stock, subject to minimum price
conditions. As of the date of this Schedule 13D, the Jack Farber Revocable Trust has sold 45,700
shares of Common Stock under the plan. See Item
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CUSIP No. |
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125906 10 7 |
SCHEDULE 13D |
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5 for further information. Except as set forth
above, Jack Farber has no plans or proposals that may relate to or would result in any of the
actions described in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
Jack Farber may be deemed to beneficially own 1,082,537 shares of Common Stock (9.9% of the
issued and outstanding Common Stock of CSS, based upon information set forth in CSS Form 10-Q for
the quarter ended June 30, 2007, indicating that 10,927,370 shares of Common Stock were issued and
outstanding on July 25, 2007). Of that amount, he has sole voting and investment power with regard
to 595,161 shares of Common Stock held by the Jack Farber Revocable Trust. Jack Farber is the sole
trustee of this trust. In addition, Jack Farber may be deemed to have shared voting and investment
power with regard to 486,576 shares of Common Stock. Shares as to which he has shared voting and
investment power include the following:
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351,042 shares of Common Stock held by the Vivian Farber Revocable Trust.
Vivian Farber, Jack Farbers wife, is the sole trustee of this trust; |
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60,383 shares of Common Stock held by a trust for the benefit of
David M. Farber, Jack Farbers son, for which Jack Farber and his son are
co-trustees (the David Farber Trust). Under the indenture of trust for the
David Farber Trust, action of 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 |
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43,475 shares of Common Stock owned by trusts for the benefit of two of Jack
Farbers grandchildren, for which Jack Farbers wife serves as co-trustee with
Ellen B. Kurtzman, his daughter. |
In addition, Jack Farber may be deemed to have shared voting and investment power with respect
to 31,676 shares of Common Stock held by the Farber Foundation, Inc. (the Farber Foundation), a
charitable foundation. Jack Farber, Christopher J. Munyan, an officer and director of CSS, and
Clifford J. Pietrafitta, an officer of CSS, are members of, and together with William G. Kiesling,
a director and officer of CSS, are directors of, the Farber Foundation. As a matter of policy, the
Farber Foundation does not vote the shares of Common Stock that it owns. Jack Farber disclaims
beneficial ownership with regard to these shares.
The shares listed as beneficially owned by Mr. Farber do not include shares held by the Farber
Family Foundation, Inc. (the Farber Family Foundation), a charitable foundation. Jack Farber,
his wife, his daughter and his son are the members, officers and directors of the Farber Family
Foundation. However, only his daughter has voting and investment power with regard to shares of
Common Stock held by the Farber Family Foundation. As a matter of policy, the Farber Family
Foundation does not vote the shares of Common Stock that it owns.
Additional information regarding the persons other than Jack Farber identified in this item is
contained in Appendix A attached hereto.
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CUSIP No. |
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125906 10 7 |
SCHEDULE 13D |
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Within the past 60 days, the transactions described below were effected by the Jack Farber
Revocable Trust and the Vivian Farber Revocable Trust.
Between August 10, 2007 and August 24, 2007, the Jack Farber Revocable Trust sold 45,700
shares of Common Stock as follows:
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Date |
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No. of Shares |
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Price |
August 10, 2007 |
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2,000 |
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39.60 |
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August 16, 2007 |
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7,500 |
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39.60 |
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August 16, 2007 |
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400 |
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39.74 |
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August 16, 2007 |
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2,000 |
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39.80 |
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August 16, 2007 |
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5,000 |
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40.00 |
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August 16, 2007 |
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100 |
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40.50 |
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August 16, 2007 |
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4,000 |
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40.61 |
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August 17, 2007 |
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17,100 |
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39.70 |
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August 17, 2007 |
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1,500 |
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39.99 |
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August 17, 2007 |
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5,000 |
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40.10 |
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August 20, 2007 |
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100 |
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39.60 |
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August 24, 2007 |
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1,000 |
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39.60 |
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The sales listed in the table above were effected in the public trading markets pursuant to a
plan intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.
On September 17, 2007, the Jack Farber Revocable Trust received a distribution of 465,151
shares of Common Stock from the Jack Farber Irrevocable Trust, and the Vivian Farber Revocable
Trust received a distribution of 351,042 shares of Common Stock from the Vivian Farber Irrevocable
Trust. Mr. Farbers daughter is the sole trustee of the Jack Farber Irrevocable Trust and the
Vivian Farber Irrevocable Trust.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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CUSIP No. |
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125906 10 7 |
SCHEDULE 13D |
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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.
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/s/ Jack Farber
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Jack Farber |
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Date: September 21, 2007 |
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CUSIP No. |
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125906 10 7 |
SCHEDULE 13D |
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APPENDIX A
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Present principal occupation or employment |
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and name, principal business and address of |
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any corporation or other organization in |
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which such employment is conducted |
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Vivian Farber
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3056 Miro Drive North
Palm Beach Gardens, FL
33410
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Private investor |
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Ellen B. Kurtzman
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1105 North Market St.
Wilmington, DE 19801
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Management of trusts
and other entities
for the benefit of
family members, Delv
L.P. (a partnership
that holds and
manages
investments), 1105
North Market Street,
Wilmington, DE 19801 |
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David M. Farber
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Marshall Auto Sales
6050 Old York Road
Philadelphia, PA 19141
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President, Marshall
Auto Sales (an
automobile dealer),
6050 Old York Road,
Philadelphia, PA
19141 |
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William G. Kiesling
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CSS Industries, Inc.
1845 Walnut Street
Philadelphia, PA 19103
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Vice President
Legal and Human
Resources and
General Counsel, CSS
Industries, Inc.
(the issuer, which
designs,
manufactures,
procures,
distributes and
sells seasonal and
all-occasion
consumer products),
1845 Walnut Street,
Philadelphia, PA
19103 |
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Christopher J. Munyan
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CSS Industries, Inc.
1845 Walnut Street
Philadelphia, PA 19103
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President and Chief
Executive Officer,
CSS Industries, Inc.
(the issuer, which
designs,
manufactures,
procures,
distributes and
sells seasonal and
all-occasion
consumer products),
1845 Walnut Street,
Philadelphia, PA
19103 |
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Clifford E. Pietrafitta
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CSS Industries, Inc.
1845 Walnut Street
Philadelphia, PA 19103
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Vice President
Finance, Chief
Financial Officer,
CSS Industries, Inc.
(the issuer, which
designs,
manufactures,
procures,
distributes and
sells seasonal and
all-occasion
consumer products),
1845 Walnut Street,
Philadelphia, PA
19103 |
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CUSIP No. |
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125906 10 7 |
SCHEDULE 13D |
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During the last five years, none of the persons listed above have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
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 as a result of which the 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 violation with
respect to such laws.
All of the persons listed above are United States citizens.