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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A-1
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 1995
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CSS INDUSTRIES, INC.
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(Exact name of registrant specified in its charter)
Delaware 1-2661 13-1920657
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
1845 Walnut Street
Philadelphia, Pennsylvania 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone, including area code: (215) 569-9900
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(Former name and former address, if changed since last report)
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Item 7. Financial Statements and Exhibits
As initially reported on Form 8-K filed November 30, 1995, effective November
15, 1995, CSS Industries, Inc. ("CSS" or the "Company") acquired all of the
outstanding shares of Cleo Inc. ("Cleo") from Gibson Greetings, Inc. ("Gibson")
in accordance with a stock purchase agreement dated October 3, 1995. The
purchase price is subject to adjustment based on the Closing Date Statement of
Net Equity of Cleo at November 15, 1995 (the "Statement"). Based upon the
Statement prepared by Cleo, CSS has requested that Gibson consent to the release
to CSS of the $12 million of the purchase price currently held in escrow for the
resolution of such purchase price adjustments and the payment of any
indemnification claims. Gibson has indicated that it disagrees with the
Statement and believes that none of the $12 million held in escrow should be
released to CSS. The disagreement relates primarily to the valuation of Cleo's
inventory.
CSS and Gibson have agreed to engage an independent accounting firm to resolve
the disputed items on the Statement. CSS anticipates that it will be unable to
satisfy the financial statement requirements of Form 8-K with regard to the Cleo
acquisition until its dispute with Gibson has been resolved. CSS cannot at this
time estimate when the disputed items will be resolved.
Exhibit 99.1 attached hereto sets forth the text of a press release issued by
the Company in connection with this matter.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CSS INDUSTRIES, INC.
(Registrant)
By
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James G. Baxter
President - Consumer Products Group and
Chief Financial Officer
Dated: January 30, 1996
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Exhibit Index
Exhibit Page
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Exhibit 99.1 - Press Release 5
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EXHIBIT 99.1
FOR FURTHER INFORMATION CONTACT:
James G. Baxter
President - Consumer Products Group and Chief Financial Officer
(215) 569-9900
IMMEDIATE RELEASE
January 30, 1996
CSS INDUSTRIES, INC.
AND GIBSON GREETINGS, INC. DISPUTE
CLOSING CLEO INC. BALANCE SHEET
CSS Industries, Inc. (NYSE:CSS) announced today that it and Gibson
Greetings, Inc. (NASDAQ:GIBG) have been unable to agree upon the Cleo Inc.
closing balance sheet. CSS acquired Cleo from Gibson effective November 15,
1995. The purchase price is subject to adjustment based on the financial
condition of Cleo at the date of closing. CSS has requested that Gibson consent
to the release of all $12 million of the purchase price placed in escrow at the
closing for purchase price adjustments relating primarily to the valuation of
Cleo's inventory. Gibson has indicated that it disagrees with the closing
balance sheet prepared by Cleo and believes that none of the $12 million should
be released to CSS. The parties have agreed to engage an independent accounting
firm to resolve the disputed closing balance sheet items.
CSS is a diversified company engaged in the sale of consumer and
business products. The Consumer Products Group, composed of Cleo Inc., The Paper
Magic Group, Inc. and Berwick Industries, Inc., designs, manufactures and sells
gift wrap, gift bags, boxed greeting cards, gift tags, ribbons and bows,
Halloween masks, costumes, make-ups and novelties and Easter dyes and novelties
primarily to mass market retailers. The Direct Mail Business Products Group,
through Rapidforms, Inc. and its subsidiaries, designs and sells business forms,
business supplies, in-store merchandising products, holiday greeting cards and
advertising specialties to small and medium size businesses primarily through
the direct mailing of catalogs and brochures.
