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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. 24)*
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)
December 31, 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 24 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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF | 7 | SOLE VOTING POWER 1,259,290 shares
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 2,157,637 shares
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 1,259,290 shares
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 2,157,637 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,490,955 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.46%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 178666 10 3 AMENDMENT NO 24 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.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER 1,515,151 shares
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 0
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 1,515,151 shares
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,515,151 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.95%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 178666 10 3 AMENDMENT NO 24 TO SCHEDULE 13D Page 4 of 6
This Amendment Number 24 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 24 is being filed to reflect the transfer of shares
of Common Stock previously owned by Jack Farber to an exchange fund and to
reflect certain gifts made by Jack Farber to family trusts during 1998.
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 10,131,755 shares of Common Stock
represented by the Company to be outstanding as of December 31, 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, as of December 31, 1998:
Jack Farber owns 644,290 shares of record.
Jack Farber has the sole power to vote and dispose of 615,000 shares
of Common Stock owned by The Farber Family 1998 Grantor Retained Annuity Trust.
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 David M. Farber and Jack
Farber, Trustees U/I/T David M. Farber dated 1/9/98 (the "DMF Trust"). A
majority of the trustees of the Trust is required to vote or dispose of the
shares of Common Stock owned by the DMF Trust. Although the answer to row number
11 of Jack Farber's cover page includes the shares owned by the DMF Trust, Mr.
Farber disclaims any beneficial interest in the shares held by the DMF 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 other members, officers and
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CUSIP NO. 178666 10 3 AMENDMENT NO 24 TO SCHEDULE 13D Page 5 of 6
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.
During 1998, Mr. Farber transferred an aggregate of 54,400 shares of
Common Stock to two trusts, one for the benefit of each of his parents. Ellen
Beth Kurtzman, Mr. Farber's daughter, has sole power to vote and dispose of the
shares held by these trusts. Thus, Mr. Farber disclaims any beneficial interest
in the shares held by these trusts and they are not included in the answer to
row number 11.
During 1998, Mr. Farber also contributed 110,739 shares of Common
Stock to the Greene Street 1998 Exchange Fund, L.P. in return for a limited
partnership interest in this exchange fund. Mr. Farber does not have any power
to vote or dispose of shares held by this exchange fund, and thus these shares
are not included in the answer to row number 11.
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CUSIP NO. 178666 10 3 AMENDMENT NO 24 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
/s/ Jack Farber
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DELV, L.P.
By: DELV, INC., its General Partner
By: Ellen Beth Kurtzman
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Ellen Beth Kurtzman
President
Date: January 22, 1999
