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. 125906107Page 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. 125906107Page 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. 125906107Page 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. 125906107Page 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. 125906107Page 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.

 

99.1Joint Filing Agreement, dated January 21, 2020, between Ribs Capital, LLC, Purple Stream LLC, Richard A. Bernstein, and Andrew Siegel.

 

99.2Letter 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  
       

 

 

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of an Amendment to the Statement on Schedule 13D with respect to the Common Stock of CSS Industries, Inc. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

 

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  

  

 

EXHIBIT 99.2

 

LETTER TO CSS INDUSTRIES, INC.

 

Ribs Capital, LLC

18 Rockledge Road

Rye, New York 10580

 

January 16, 2020

 

VIA ELECTRONIC MAIL AND OVERNIGHT DELIVERY

 

CSS Industries, Inc.

Attention: William G. Kiesling

450 Plymouth Road, Suite 300

Plymouth Meeting, Pennsylvania 19462

 

RE:  Demand for Inspection of Books and Records Pursuant to 8 Del. C. § 220

 

Dear Mr. Kiesling,

 

Ribs Capital, LLC (“Ribs”) is the direct beneficial owner of 857,114 shares (the “Shares”) of common stock, $0.01 par value (the “Common Stock”), of CSS Industries, Inc. (the “Company”) Attached as Exhibit A to this Demand is documentary evidence of Ribs’ beneficial ownership of such shares as of December 31, 2019, and such documentary evidence is a true and correct copy of what it purports to be. Ribs continues to own the shares reflected in Exhibit A.

 

As the record holder of the Shares, Ribs hereby demands, pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”), to inspect the following books, records and documents of the Company (the “Documents”) and to make and/or receive copies of or extracts from such Documents:

 

(a)A CD-ROM or other electronic medium containing the complete record or list of the holders of the Common Stock (in Excel version), certified by the Company’s transfer agent(s) and/or registrar(s), showing the name, address and number of shares registered in the name of each such holder as of the date of this letter (the “Books and Records Date”);

 

(b)A CD-ROM or other electronic medium containing a stop list or lists relating to shares of Common Stock of the Company and any additions or deletions to such stop list or lists;

 

(c)All information in the Company’s, its transfer agent’s, or its proxy solicitor’s or any of their agents’ possession, or which can reasonably be obtained from nominees of any central certificate depository systems or their nominees, brokers, dealers, banks, respondent banks, clearing agencies, voting trusts and their nominees or other nominees, concerning the number, identity of, and shares held by the actual beneficial owners of the Common Stock as of the Books and Records Date and as of the close of business of each Friday thereafter until the conclusion of any special meeting that may be held as a result of Ribs’s solicitation of proxies to hold a special meeting;

 

 

 

(d)All information in or which comes into the Company’s or its proxy solicitor’s or any of their agents’ possession or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees relating to the names of the non-objecting beneficial owners of the Common Stock (“NOBO List”) in the format of a CD-ROM or other electronic medium showing the name, address and number of shares registered in the name of each such owner(such information with respect to brokers and dealers is readily available to the Company under Rule 14b-1 of the Securities Exchange Act of 1934, as amended, from Broadridge Financial Solutions, Inc., INVeSHARE, Inc., Mediant Communications LLC, other such entities and custodian banks and the Company’s proxy solicitator);

 

(e)All “respondent bank” lists and omnibus proxies for such lists, pursuant to Rule 14b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Exchange Act;

 

(f)A CD-ROM or other electronic medium containing a list of stockholders of the Company who are participants in any Company employee stock ownership, stock purchase, stock option, retirement, restricted stock, incentive, profit sharing, dividend reinvestment or any similar plan in which voting of Common Stock under the plan is controlled, directly or indirectly, individually or collectively, by such plan’s participants, showing (i) the name and address of each such participant, (ii) the number of shares of Common Stock attributable to each such participant in any such plan, and (iii) the method by which Ribs or its agents may communicate with each such participant, as well as the name, firm and phone number of the trustee or administrator of such plan, and a detailed explanation of the voting treatment not only of shares for which the trustee or administrator receives instructions from participants, but also shares for which either they do not receive instructions or shares which are outstanding in the plan but are unallocated to any participant;

 

(g)A CD-ROM or other electronic medium containing a list of all holders of the Common Stock and respondent banks (and their email addresses) who have elected to receive electronic copies of proxy materials with respect to meetings of stockholders of the Company pursuant to Rule 14a-16(j)(2) of the Exchange Act;

 

(h)With respect to any information provided above in a CD-ROM or other electronic medium, such computer processing data as is necessary for Ribs to make use of such CD-ROM or other electronic medium and a hard copy printout of such CD-ROM or other electronic medium for verification purposes; and

 

(i)Daily transfer sheets of the Company after the Books and Records Date.

 

 

 

Ribs hereby demands that modifications, additions or deletions to any and all information referred above be immediately furnished as such modifications, additions or deletions become available to the Company or its agents or representatives.

 

The purpose of this Demand is to enable Ribs, on behalf of itself and its affiliates, to communicate with the Company’s stockholders on matters relating to their mutual interest as stockholders and to solicit proxies to request and call a special meeting of the stockholders, all in accordance with the procedures set forth in the Bylaws of the Company and the DGCL.

 

Ribs hereby designates and authorizes Holland & Knight LLP and its partners, associates, employees and any other persons designated by them or Ribs, acting singly or in any combination, to conduct the inspection and copying requested in this Demand. Pursuant to Section 220 of the DGCL, you are required to respond to this Demand and make available the requested materials within five business days of the date of this Demand. Accordingly, Ribs requests that that the information identified above be made available to the designated parties by January 24, 2020 and requests that the Company coordinate with Holland & Knight LLP as promptly as practicable within the requisite timeframe to make the requested Documents available during normal business hours.

 

If the Company believes that this Demand is incomplete or otherwise deficient in any respect, please notify Ribs immediately by email to andrew.d.siegel@gmail.com, with a copy to Brian Miner (brian.miner@hklaw.com), setting forth the facts or law that the Company believes support its position and specifying any additional information believed to be required. In the absence of such prompt notice, Ribs will assume that the Company agrees that this Demand complies in all respects with the requirements of the DGCL.

 

Ribs reserves the right to withdraw or modify this Demand at any time.

 

  Very Truly Yours,  
     
  Ribs Capital, LLC  
     By: Purple Stream LLC, as Managing Member  
     
     
  /s/ Andrew D. Siegel  
  Name: Andrew D. Siegel  
  Title:  Manager  

 

 

 

Exhibit A

 

Evidence of Beneficial Ownership

 

The original letter included copies of account statements as of December 31, 2019 from UBS and Citibank brokerage accounts reflecting the share purchases previously disclosed by the Reporting Persons in Exhibits A to the Original 13D, Amendment No. 1, and Amendment No. 2.

 

 

 

 

State of New York )
  )
County of Westchester )

 

Andrew D. Siegel, being sworn, states under oath:

 

I have executed the forgoing Demand, and the information and facts stated therein regarding Ribs Capital, LLC’s ownership of common stock in CSS Industries, Inc. and the purpose of the demand for inspection are true and correct. Such inspection is reasonably related to Ribs Capital, LLC’s interest as a stockholder of CSS Industries, Inc. and is not desired for a purpose which is in the interest of a business or object other than the business of CSS Industries, Inc.

 

 

  /s/ Andrew D. Siegel  
  Name:  Andrew D. Siegel  

 

Subscribed and sworn before me

This 16th day of January, 2020.

 

 

/s/ Carol Weidenthal                                                       

Notary Public

 

My commission expires: March 2, 2023