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Page 1 of 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
CSS INDUSTRIES, INC.
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(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)
David R. King, Esquire
Morgan, Lewis & Bockius LLP
One Logan Square
Philadelphia, PA 19103-6993
215-963-5371
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 3, 1998
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
*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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
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CUSIP No. 178666 10 3 AMENDMENT NO 23 TO SCHEDULE 13D Page 2 of 6
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack Farber
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF, 00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 | | 1,424,429 shares
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 2,157,637 shares
PERSON |_____|________________________________________________________
WITH | |
| 9 | SOLE DISPOSITIVE POWER
| | 1,424,429 shares
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 2,157,637 shares
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,656,094 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.28%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 178666 10 3 AMENDMENT NO 23 TO SCHEDULE 13D Page 3 of 6
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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*
AF
______________________________________________________________________________
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 | | 1,515,151 shares
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0
PERSON |_____|________________________________________________________
WITH | |
| 9 | SOLE DISPOSITIVE POWER
| | 1,515,151 shares
|_____|___________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,515,151 shares
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.79%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 178666 10 3 AMENDMENT NO 23 TO SCHEDULE 13D Page 4 of 6
This Amendment Number 23 amends the Schedule 13D (the "Statement") 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.
This Amendment Number 23 is being filed to reflect the transfer of shares
of Common Stock previously owned by David M. Farber, Jack Farber's son, to David
M. Farber and Jack Farber, Trustees U/I/T David M. Farber dated 1/9/98 (the
"Trust").
Item 3. Source and Amount of Funds or Other Consideration.
On February 3, 1998, David M. Farber transferred an aggregate of 265,702
shares of Common Stock owned by him individually to the Trust.
Item 5. Interest in Securities of the Issuer.
(a) Securities Beneficially Owned by the Person Identified in Items 1 and
2.
See the answers to row numbers 7 through 12 of the cover page. All
percentages are calculated based upon 10,985,624 shares of Common Stock
represented by the Company to be outstanding as of March 3, 1998.
(b) Voting Power of Securities Beneficially Owned by the Person Identified
in Items 1 and 2.
See the answers to row numbers 7 through 12 of the cover pages.
Supplementally:
Jack Farber owns 1,424,429 shares of record.
Delv, L.P., a Delaware limited partnership, the general partner of which is
Delv, Inc. (the "General Partner") and the limited partners of which are members
of Mr. Farber's family, owns 1,515,151 shares of Common Stock. The General
Partner has the power to vote and dispose of the shares of Common Stock owned by
the Partnership. Mr. Farber owns all of the outstanding common stock of the
General Partner and has the sole ability to appoint and remove directors of the
General Partner. Ellen Beth Kurtzman, Mr. Farber's daughter, is the sole
director of the General Partner and serves as the President, Secretary and
Treasurer of the General Partner. In that capacity, Ms. Kurtzman has the power
to vote and dispose of shares held by the Partnership. Mr. Farber disclaims any
beneficial interest in the shares held by the Partnership for the account of
limited partners other than Mr. Farber.
Jack Farber shares with his son David M. Farber the power to vote and
dispose of 265,702 shares of Common Stock owned by the Trust. A majority of the
trustees of the Trust is required to vote or dispose of the shares of Common
Stock owned by the Trust. Although the answer to row number 11 of Jack Farber's
cover page includes the shares owned by the Trust, Mr. Farber disclaims any
beneficial interest in the shares held by the Trust.
Jack Farber shares the power to vote and dispose of 92,784 shares of Common
Stock owned by the Farber Foundation, Inc. (the "Farber Foundation") with two
officers of CSS, who are the
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CUSIP NO. 178666 10 3 AMENDMENT NO 23 TO SCHEDULE 13D Page 5 of 6
other members, officers and directors of the Farber Foundation. Although the
answer to row number 11 of Jack Farber's cover page includes the shares owned by
the Farber Foundation, Mr. Farber disclaims any beneficial interest in the
shares held by the Farber Foundation.
Jack Farber also shares the power to vote and dispose of 284,000 shares of
Common Stock owned by the Farber Family Foundation, Inc. (the "Farber Family
Foundation") with his spouse, his son and his daughter, who are members,
officers and directors of the Farber Family Foundation. Although the answer to
row number 11 of Jack Farber's cover page includes the shares owned by the
Farber Family Foundation, Mr. Farber disclaims any beneficial interest in the
shares held by the Farber Family Foundation.
The shares shown in the answer to row number 11 of Jack Farber's cover page
includes 74,028 shares held directly by Mr. Farber's wife, as to which Mr.
Farber disclaims beneficial ownership.
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CUSIP NO. 178666 10 3 AMENDMENT NO 23 TO SCHEDULE 13D Page 6 of 6
SIGNATURE
We, the undersigned:
1. Agree that this statement is filed on behalf of the undersigned.
2. After reasonable inquiry and to the best of our knowledge and belief,
certify that the information set forth in this statement is true, complete and
correct.
JACK FARBER
____________________________
DELV, L.P.
By: DELV, INC., its General Partner
By: /s/ Ellen Beth Kurtzman
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Ellen Beth Kurtzman
President
Date: March 18, 1998
