UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 2)
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
As previously disclosed in our Current Report on Form 8-K (the "Form
8-K") filed with the Securities and Exchange Commission on May 28, 2002, and
Amendment No. 1 to the Form 8-K filed with the Commission on June 12, 2002, our
Board of Directors, upon the recommendation of the Audit Committee, dismissed
Arthur Andersen LLP ("Andersen") as our independent public accountants. The
dismissal was effective on June 11, 2002.
This Amendment No. 2 to the Form 8-K is being filed to confirm that
during 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 (the
"Accounting Periods") and thereafter through June 11, 2002 (the date of
Andersen's dismissal), 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.
We have provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.2 is a copy of Andersen's letter dated June 18, 2002
stating that it has found no basis for disagreement with such statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) EXHIBITS
16.2 Letter of Arthur Andersen LLP dated June 18, 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: June 19, 2002
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EXHIBIT INDEX
16.2 Letter of Arthur Andersen LLP dated June 18, 2002.