SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
July 8, 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 11 Pages)
CUSIP No. 178666 10 3 SCHEDULE 13D Page 2 of 11 Pages
------------------- ------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. 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 ITEM 2(d) or 2(e) |_|
------------------- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------- ------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 871,058 Shares
BENEFICIALLY
OWNED BY EACH ------ -----------------------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER 201,178 Shares
WITH
------ -----------------------------------------------------
9 SOLE DISPOSITIVE POWER 871,058 Shares
------ -----------------------------------------------------
10 SHARED DISPOSITIVE POWER 201,178 Shares
------------------- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,072,236 Shares
------------------- ------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
------------------- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
------------------- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
------------------- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
CUSIP No. 178666 10 3 SCHEDULE 13D Page 3 of 11 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 ITEM 2(d) or 2(e) |_|
------------------- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
------------------- ------ -----------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 500,000 Shares
BENEFICIALLY
OWNED BY EACH ------ -----------------------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER 0 Shares
WITH
------ -----------------------------------------------------
9 SOLE DISPOSITIVE POWER 500,000 Shares
------ -----------------------------------------------------
10 SHARED DISPOSITIVE POWER 0 Shares
------------------- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 Shares
------------------- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
------------------- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
------------------- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON* PN
------------------- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP No. 178666 10 3 SCHEDULE 13D Page 4 of 11 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 ITEM 2(d) or 2(e) |_|
------------------- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------- ------ -----------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 0 Shares
BENEFICIALLY
OWNED BY EACH ------ -----------------------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER 500,000 Shares
WITH
------ -----------------------------------------------------
9 SOLE DISPOSITIVE POWER 0 Shares
------ -----------------------------------------------------
10 SHARED DISPOSITIVE POWER 500,000 Shares
------------------- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 Shares
------------------- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
------------------- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
------------------- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
------------------- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
CUSIP No. 178666 10 3 SCHEDULE 13D Page 5 of 11 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 ITEM 2(d) or 2(e) |_|
------------------- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------- ------ -----------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 0 Shares
BENEFICIALLY
OWNED BY EACH ------ -----------------------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER 500,000 Shares
WITH
------ -----------------------------------------------------
9 SOLE DISPOSITIVE POWER 0 Shares
------ -----------------------------------------------------
10 SHARED DISPOSITIVE POWER 500,000 Shares
------------------- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 Shares
------------------- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
------------------- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%
------------------- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
------------------- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
CUSIP No. 178666 10 3 SCHEDULE 13D Page 6 of 11 Pages
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's
executive offices is 1845 Walnut Street, Philadelphia, Pennsylvania 19103.
Item 2. Identity and Background.
-------
(a) The persons filing this statement are Ellen B.
Kurtzman, an individual; Delv, L.P. (the
"Partnership"), a Delaware limited partnership; Trust
FBO Ellen B. Kurtzman under The 2002 Farber
Children's Trusts dated December 12, 2002 (the "EBK
Trust"), Trust FBO David M. Farber under The 2002
Farber Children's Trusts dated December 12, 2002
(together with the EBK Trust, the "Acquiring
Trusts"). Each of the Acquiring Trusts was formed
under the laws of the State of Florida.
Delv, Inc., a Delaware corporation (the "General
Partner") is the sole general partner of the
Partnership. Ellen B. Kurtzman is the sole director
of the General Partner and serves as its President,
Secretary and Treasurer. Ellen B. Kurtzman is also
the sole trustee of each of the Acquiring Trusts.
(b) The business address of Ellen B. Kurtzman, the
Partnership and the Acquiring Trusts is 1105 North
Market Street, Wilmington, DE 19801.
(c) Ellen B. Kurtzman's principal occupation is
management of the General Partner, the Acquiring
Trusts and other trusts for the benefit of family
members. The principal business of the Partnership
and the Acquiring Trusts is to manage their
respective assets.
(d) None of Ellen B. Kurtzman, the Partnership nor the
Acquiring Trusts have been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
(e) During the last five years, none of Ellen B.
Kurtzman, the Partnership or the Acquiring Trusts
were 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.
(f) Ellen B. Kurtzman is a United States citizen.
6
CUSIP No. 178666 10 3 SCHEDULE 13D Page 7 of 11 Pages
Item 3. Source and Amount of Funds or Other Consideration
-------
As described in more detail in Item 5, the Acquiring Trusts
and the 2003 Farber Family Trust, of which Ellen B. Kurtzman is the sole
trustee, (the "2003 Trust") funded their purchase of all of the shares of the
General Partner and all of the limited partnership interests of the Partnership
through a gift and a loan from Jack Farber, who directly and indirectly owned
the Partnership and the General Partner prior to the transactions described in
Item 5. Jack Farber is Ellen B. Kurtzman's father and Chairman of the Board of
CSS. As a result of these transactions, the Acquiring Trusts acquired indirect
beneficial ownership of 500,000 shares of Common Stock held by the Partnership.
Item 4. Purpose of Transaction.
-------
Ellen B. Kurtzman, the Partnership and the Acquiring Trusts
are holding shares of CSS Common Stock for investment. Ellen B. Kurtzman, the
Partnership and the Acquiring Trusts may from time to time engage in
transactions involving the acquisition or disposition of Common Stock. Except as
set forth above, Ellen B. Kurtzman, the Partnership and the Acquiring Trusts
have no plans or proposals which 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.
-------
The share numbers set forth in the Schedule 13D do not reflect
a 3-for-2 stock split in the form of a stock dividend payable by CSS on July 10,
2003 to holders of record on June 30, 2003.
Ellen B. Kurtzman may be deemed to beneficially own 1,072,236
shares of Common Stock (13.8 percent of the issued and outstanding Common Stock
of CSS, based upon 7,777,487 shares of Common Stock issued and outstanding on
June 10, 2003, as set forth in CSS' proxy statement for its 2003 annual meeting
of stockholders). Of that amount, she has sole voting and investment power with
regard to 871,058 shares and shared voting and investment power with regard to
201,178 shares. The shares as to which Ellen B. Kurtzman has sole voting and
investment power are as follows:
o 221,058 shares of Common Stock owned directly.
o 150,000 shares of Common Stock held by the Farber Family
Charitable Lead Annuity Trust, of which Ellen B. Kurtzman
is the sole trustee.
o 500,000 shares of Common Stock (6.4 percent of the issued
and outstanding Common Stock of CSS) owned by the
Partnership. Ellen B. Kurtzman exercises voting and
investment power through the General Partner, which has
the sole voting and investment power with regard to the
shares of Common Stock owned by the Partnership. One-half
of 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
7
CUSIP No. 178666 10 3 SCHEDULE 13D Page 8 of 11 Pages
Children's Trusts may be deemed to have shared voting and
investment power with regard to the 500,000 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 Trust. 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 Common Stock.
In addition, Ellen B. Kurtzman shares voting and investment
power with respect to the following shares of common stock:
o 55,650 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 145,528 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.
Immediately prior to transactions described below, the
Partnership owned 1,465,151 shares of Common Stock. Jack Farber, Ellen B.
Kurtzman's father and Chairman of the Board of CSS, owned all of the common
stock of the General Partner and 99.9 percent of the limited partnership
interests in the Partnership (after acquiring, on July 8, 2003, a one percent
limited partnership interest previously held by his wife); the remaining 0.1
percent of the limited partnership interests was owned by the General Partner.
Within the last 60 days, the following transactions were effected by Ellen B.
Kurtzman, the Partnership and the Acquiring Trusts:
8
CUSIP No. 178666 10 3 SCHEDULE 13D Page 9 of 11 Pages
o On July 8, 2003, the Partnership distributed 965,151
shares of CSS Common Stock to Jack Farber. Following this
transaction, the Partnership held 500,000 shares of CSS
Common Stock.
o 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, as described
below). 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. 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 $29.39 (subject to adjustment).
o On July 9, 2003, the 2003 Trust purchased from Jack
Farber, for $9,866,707 (subject to adjustment), 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
(subject to adjustment) 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.
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
$19.325 (subject to adjustment).
The purchase price and promissory note principal amounts are subject to
adjustment within 15 days following a final valuation report to be provided by a
financial consulting form.
As a result of the transactions described above, as well as Ellen B. Kurtzman's
service as trustee to the Acquiring Trusts and as sole director and President,
Secretary and Treasurer of the General Partner, Ellen B. Kurtzman acquired sole
voting or investment power with regard to the 500,000 shares of Common Stock
held by Delv, L.P.
Item 6. Contracts, Arrangements, Understandings or Relationships
------- With Respect to Securities of the Issuer.
In connection with the transactions described in Item 5, the
Acquiring Trusts executed purchase agreements with Jack Farber, and the 2003
Trust issued a promissory note to Jack Farber. These documents are filed as
exhibits hereto.
9
CUSIP No. 178666 10 3 SCHEDULE 13D Page 10 of 11 Pages
Item 7. Material to be Filed as Exhibits.
-------
1. Agreement relating to joint filing of this statement.
Exhibit 1 provides as follows:
By the execution of this Schedule 13D, each of the persons
signing this Schedule 13D agrees that this Schedule 13D and
any amendment thereto shall be filed on behalf of each of
them.
2. Purchase and Sale Agreement, dated July 8, 2003, between
Jack Farber and Ellen B. Kurtzman, as trustee of the Children's Trusts.
3. Purchase and Sale Agreement, dated July 9, 2003, between
Jack Farber and Ellen B. Kurtzman as trustee of the 2003 Trust.
4. Promissory Note, dated July 9, 2003 issued by Ellen B.
Kurtzman, as trustee of the 2003 Trust, to Jack Farber.
10
CUSIP No. 178666 10 3 SCHEDULE 13D Page 11 of 11 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
Date: July 9, 2003
11