SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2002
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CSS Industries, Inc.
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(Exact name of registrant specified in 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, PA 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)
Item 2. Acquisition or Disposition of Assets.
On March 15, 2002, CSS Industries, Inc. ("CSS"), through its wholly owned
subsidiary, Berwick Industries LLC ("Berwick"), completed the acquisition of
substantially all of the business and assets of the segments of C.M. Offray &
Son, Inc. which manufacture and distribute decorative ribbon products, floral
accessories and narrow fabrics for apparel, craft and packaging applications.
The acquisition was effected pursuant to an Asset Purchase Agreement dated
February 8, 2002 (the "Asset Purchase Agreement"), as amended by Amendment No. 1
dated March 15, 2002 ("Amendment No. 1"), among Berwick, Daylight Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of Berwick, C.M.
Offray & Son, Inc., a New York corporation ("Offray"), certain subsidiaries and
affiliates of Offray, and the stockholders of Offray individually. The Asset
Purchase Agreement and Amendment No. 1 thereto are filed herewith as Exhibits
2.1 and 2.2, respectively.
Berwick acquired substantially all of the aforementioned business and assets of
Offray for approximately $45 million in cash (paid from cash on hand). The
purchase price is subject to a post-closing adjustment depending upon Offray's
working capital on the date of closing. A portion of the purchase price is being
held in escrow to cover purchase price adjustments and indemnification
obligations. The purchase price was determined as a result of arms-length
negotiations between representatives of CSS and Offray.
Berwick generally intends to continue to use the assets acquired from Offray in
the manufacture and sale of decorative ribbon products, floral accessories and
narrow fabrics for apparel, craft and packaging applications.
CSS's Press Releases dated February 8, 2002 and March 15, 2002 are filed
herewith as Exhibit 99.1 and Exhibit 99.2 and the information contained therein
is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) EXHIBITS
2.1 Asset Purchase Agreement, dated February 8, 2002, among
Berwick Industries LLC, Daylight Acquisition Corp., Lion
Ribbon Company, Inc., C.M. Offray & Son, Inc., CVO Corporation
(Delaware), C.M. Offray & Son Limited, C.M. Offray Europe,
Offray Ribbon Canada, Inc., C.M. Offray & Son (Hong Kong)
Limited, Claude V. Offray, Jr., Claude V. Offray III, and
Denise A. Offray.*
2.2 Amendment No. 1 to Asset Purchase Agreement dated March 15,
2002.*
99.1 Press Release dated February 8, 2002.
99.2 Press Release dated March 15, 2002.
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* CSS hereby undertakes to furnish supplementally a copy of omitted exhibits to
the Asset Purchase Agreement and Amendment No. 1 to the commission upon request.
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)
Date: March 27, 2002 By: /s/ Steven V. Dubin
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Stephen V. Dubin
Executive Vice President
and General Counsel
EXHIBIT INDEX
2.1 Asset Purchase Agreement, dated February 8, 2002, among Berwick
Industries LLC, Daylight Acquisition Corp., Lion Ribbon Company, Inc.,
C.M. Offray & Son, Inc., CVO Corporation (Delaware), C.M. Offray & Son
Limited, C.M. Offray Europe, Offray Ribbon Canada, Inc., C.M. Offray &
Son (Hong Kong) Limited, Claude V. Offray, Jr., Claude V. Offray III,
and Denise A. Offray.
2.2 Amendment No. 1 to Asset Purchase Agreement dated March 15, 2002.
99.1 Press Release dated February 8, 2002.
99.2 Press Release dated March 15, 2002.