UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 21, 2002
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CSS Industries, Inc..
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-2661 13-1920657
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1845 Walnut Street, Philadelphia, PA 19103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 215-569-9900
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Former Name or Former Address, if Changed Since Last Report
Item 4. Changes in Registrant's Certifying Accountant
On May 21, 2002, our Board of Directors, upon the recommendation of the
Audit Committee, decided to dismiss Arthur Andersen LLP ("Andersen") as our
independent public accountants, effective June 11, 2002.
Andersen's reports on our consolidated financial statements for our
fiscal year ended December 31, 2000, our transition period of January 1, 2001 -
March 31, 2001 and our fiscal year ended March 31, 2002 (collectively, the
"Accounting Periods") did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
During each of the Accounting Periods and through the date of the Board
of Directors determination to dismiss Andersen, there were no disagreements with
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Andersen's satisfaction, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports on our consolidated
financial statements with respect to the Accounting Periods.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) EXHIBITS
16.1 Letter of Arthur Andersen LLP, dated May 24, 2002.
SIGNATURES
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.
By: /s/ Clifford E. Pietrafitta
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Clifford E. Pietrafitta
Vice President - Finance and
Chief Financial Officer
(Principal financial and accounting officer)
Date: May 28, 2002
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SIGNATURES
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.
By:
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Clifford E. Pietrafitta
Vice President - Finance and
Chief Financial Officer
(Principal financial and accounting officer)
Date: May 28, 2002
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EXHIBIT INDEX
16.1 Letter of Arthur Andersen LLP, dated May 24, 2002