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): October 18, 2002
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CSS Industries, Inc.
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(Exact name of registrant specified in Charter)
Delaware 1-2661 13-920657
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(State or other jurisdiction (Commission (IRS Employee
of incorporation) File 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 2: Acquisition or Disposition of Assets.
On October 18, 2002, CSS Industries, Inc. ("CSS"), through its wholly owned
subsidiary, Cleo Inc ("Cleo"), completed the acquisition of all of the shares of
the capital stock of Crystal Creative Products, Inc., an Ohio corporation
("Crystal"). Crystal's primary business is the design, manufacture and
distribution of consumer convenience giftwrap products including gift tissue,
gift bags and related packaging products for the consumer market, as well as
specialty tissues used by retailers for in-store packaging.
The acquisition was effected pursuant to a Stock Purchase Agreement dated
October 18, 2002 (the "Stock Purchase Agreement"), among Cleo and the
twenty-three individuals and trusts constituting all of the shareholders of
Crystal. The Stock Purchase Agreement is filed herewith as Exhibit 2.1.
Cleo acquired all of the shares of the capital stock of Crystal for an amount
anticipated to be approximately $22,750,000 (following a post-closing
adjustment) in cash (paid from cash on hand and from CSS' existing revolving
credit facility). The amount of the post-closing adjustment depends upon the
shareholders' net equity in Crystal on the date of closing of the transaction as
determined by a post-closing audit to be conducted by KPMG LLP. A portion of the
purchase price is being held in escrow to cover the purchase price adjustment
and indemnification obligations. The purchase price was determined as a result
of arms-length negotiations between representatives of CSS and Crystal's
shareholders.
Cleo anticipates that Crystal will continue to be engaged primarily in the
design, manufacture and distribution of gift tissue, gift bags and related
packaging products, as well as specialty tissues used by retailers for in-store
packaging.
CSS' Press Release dated October 18, 2002 relating to this acquisition filed
herewith as Exhibit 99.1 and the information contained therein is incorporated
herein by reference.
Item 7: Financial Statements, Pro-Forma Financial Information and Exhibits.
(c) EXHIBITS
2.1 Stock Purchase Agreement, dated October 18, 2002, among Cleo
Inc and the individuals and trusts constituting all of the
shareholders of Crystal Creative Products, Inc.
The following exhibits to this Stock Purchase Agreement have
been omitted.
Exhibit 2.4(a)(ii) Sellers Releases
Exhibit 2.4(a)(iii) Consulting Agreement-James F. Akers
Exhibit 2.4(d) Escrow Agreement
Exhibit 8.4(a) Opinion of Greenebaum Doll & McDonald
PLLC
Exhibit 9.4(a) Opinion of Vorys, Sater, Seymour and
Pease LLP
Composite Exhibit 12.3 Power of Attorney designating James F.
Akers attorney in fact
CSS hereby undertakes to furnish supplementally a copy of
omitted exhibits to the Stock Purchase Agreement to the
Commission upon request.
99.1 Press Release dated October 18, 2002
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)
By: /s/ Clifford E. Pietrafitta
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Clifford E. Pietrafitta
Vice President-Finance and
Chief Financial Officer
Date: October 22, 2002
EXHIBIT INDEX
2.1 Stock Purchase Agreement, dated October 18, 2002, among Cleo Inc and the
individuals and trusts constituting all of the shareholders of Crystal
Creative Products, Inc.
99.1 Press Release dated October 18, 2002