UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CSS Industries, Inc.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
125906107
(CUSIP Number)
Richard A. Bernstein
Andrew D. Siegel
Ribs Capital, LLC
18 Rockledge Road
Rye, New York 10580
914-305-3190
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 16, 2020
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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.
| CUSIP No. 125906107 | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Ribs Capital, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - | |
| 8 | SHARED VOTING POWER
857,114 | ||
| 9 | SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 | SHARED DISPOSITIVE POWER
857,114 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
857,114 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.65% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
| CUSIP No. 125906107 | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Purple Stream LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - | |
| 8 | SHARED VOTING POWER
857,114 | ||
| 9 | SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 | SHARED DISPOSITIVE POWER
857,114 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
857,114 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.65% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
| CUSIP No. 125906107 | Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Richard A. Bernstein | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - | |
| 8 | SHARED VOTING POWER
857,114 | ||
| 9 | SOLE DISPOSITIVE POWER
- 0 - | ||
| 10 | SHARED DISPOSITIVE POWER
857,114 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
857,114 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.65% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
| CUSIP No. 125906107 | Page 5 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Andrew Siegel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
900 | |
| 8 | SHARED VOTING POWER
857,114 | ||
| 9 | SOLE DISPOSITIVE POWER
900 | ||
| 10 | SHARED DISPOSITIVE POWER
857,114 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
858,014 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.66% | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
| CUSIP No. 125906107 | Page 6 of 7 Pages |
Item 1.Security and Issuer.
This Amendment No. 3 (this “Amendment”) amends certain Items of the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2019 (the “Original 13D”), as amended by the Schedule 13D/A filed with the SEC on November 4, 2019 (“Amendment No. 1”) and as amended by the Schedule 13D/A filed with the SEC on January 9, 2020 (“Amendment No. 2”, and, together with the Original 13D and Amendment No. 2, the “Amended 13D”) by Ribs Capital LLC, a Delaware corporation (“Ribs Capital”) and others relates to the common stock, $0.10 par value per share (the “Shares”), of CSS Industries, Inc., a Delaware corporation (the “Company”) by furnishing the information set forth below. Except as set forth below, all previous Items are unchanged. Capitalized terms used but not defined herein shall have the meanings ascribed in the Amended 13D.
Item 4. Purpose of the Transaction.
On January 16, 2020, Ribs Capital made a demand to obtain a stockholder list and certain related records of the Company pursuant to Section 220 of the Delaware General Corporation Law (the “Demand Letter”). The Demand Letter is attached as Exhibit 99.2 and incorporated herein by reference.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On January 21, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing of this Amendment on behalf of each of them.
Item 7.Material to be Filed as Exhibits.
| 99.1 | Joint Filing Agreement, dated January 21, 2020, between Ribs Capital, LLC, Purple Stream LLC, Richard A. Bernstein, and Andrew Siegel. |
| 99.2 | Letter to CSS Industries, Inc. from Ribs Capital LLC, dated as of January 16, 2020. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
Dated: January 21, 2020
| RIBS CAPITAL, LLC | |||
| By: Purple Stream LLC, as Managing Member | |||
| By: | /s/ Richard A. Bernstein | ||
| Name: | Richard A. Bernstein | ||
| Title: | Manager | ||
| PURPLE STREAM LLC | |||
| By: | /s/ Richard A. Bernstein | ||
| Name: | Richard A. Bernstein | ||
| Title: | Manager | ||
| RICHARD A. BERNSTEIN | |||
| /s/ Richard A. Bernstein | |||
| ANDREW SIEGEL | |||
| /s/ Andrew Siegel | |||
