SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
CSS INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
125906 10 7
(CUSIP Number)
Alan Singer, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 15, 2006
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_]
(Page 1 of 17 Pages)
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 2 OF 17 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) Ellen B. Kurtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF 7 SOLE VOTING POWER 2,002,007 Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 126,457 Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,002,007 Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 126,457 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,128,464 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) _______
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
2
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 3 OF 17 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) Delv, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 750,000 Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 750,000 Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 750,000 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) _______
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
3
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 4 OF 17 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) Trust FBO Ellen B. Kurtzman
under the 2002 Farber
Children's Trusts dated
December 12, 2002
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF 7 SOLE VOTING POWER 0 Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 750,000 Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0 Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 750,000 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 750,000 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) _______
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
4
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 5 OF 17 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) Trust FBO David M.
Farber under the 2002
Farber Children's Trusts
dated December 12, 2002
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF 7 SOLE VOTING POWER 0 Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 750,000 Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0 Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 750,000 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 750,000 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) _______
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
5
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 6 OF 17 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) The Jack Farber 2003
Irrevocable Trust dated
December 15, 2003
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______
6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
NUMBER OF 7 SOLE VOTING POWER 565,151 Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 565,151 Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 565,151 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) _______
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
6
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 7 OF 17 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) The Vivian Farber 2003
Irrevocable Trust dated
December 15, 2003
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______
6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
NUMBER OF 7 SOLE VOTING POWER 351,042 Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 351,042 Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 351,042 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) _______
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
7
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 8 OF 17 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) Oliver Ernest
Associates, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 66,732
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 66,732
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 66,732
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) _______
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
8
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 9 OF 17 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) The David M. Farber 2006
Trust dated March 29,
2006
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) _______
6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF 7 SOLE VOTING POWER 66,732
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 Shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 66,732
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 66,732
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) _______
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
9
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 10 OF 17 PAGES
This Amendment No. 7 amends the Schedule 13D, as previously amended,
filed by Ellen B. Kurtzman, Delv, L.P. (the "Partnership"), Trust FBO Ellen B.
Kurtzman under The 2002 Farber Children's Trusts dated December 12, 2002 (the
"EBK Trust"), Trust FBO David M. Farber under The 2002 Farber Children's Trusts
dated December 12, 2002 (the "DMF Trust," and together with the EBK Trust, the
"Children's Trusts"), The Jack Farber 2003 Irrevocable Trust dated December 15,
2003 (the "Jack Farber Trust") and The Vivian Farber 2003 Irrevocable Trust
dated December 15, 2003 (the "Vivian Farber Trust") with respect to the common
stock, par value $.10 per share ("Common Stock") of CSS Industries, Inc., a
Delaware corporation ("CSS"). In addition, Oliver Ernest Associates, LP, a
Delaware limited partnership ("Oliver Ernest LP") and The David M. Farber Trust
dated March 29, 2006 (the "David Farber 2006 Trust") are joining in the filing
of this Amendment No. 7 to Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
(a) Oliver Ernest LP and the David Farber 2006 Trust are joining in
this filing, and the following information in this Item 2
supplements the information set forth in Item 2 of the initial
filing of the Schedule 13D and in Item 2 of Amendment No. 1 to
this Schedule 13D. Oliver Ernest LP is a Delaware limited
partnership. Oliver Ernest Associates, LLC, a Delaware limited
liability company, is the general partner of Oliver Ernest LP,
and Ellen B. Kurtzman is the sole manager of Oliver Ernest
Associates, LLC.
The David Farber 2006 Trust was formed under the laws of the
State of Florida. The David Farber 2006 Trust is the sole member
of Oliver Ernest Associates, LLC, and the trustees of the David
Farber 2006 Trust are Matthew H. Kamens and Lester E. Lipschutz.
Information regarding Messrs. Kamens and Lipschutz is included on
Appendix A hereto.
(b) The business address of the Oliver Ernest LP and the David Farber
2006 Trust is 1105 North Market Street, Wilmington, DE 19801.
(c) The principal business of the Oliver Ernest LP and the David
Farber 2006 Trust is to manage their respective assets.
(d) Neither Oliver Ernest LP nor the David Farber 2006 Trust has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) during the last five years.
(e) During the last five years, neither Oliver Ernest LP nor the
David Farber 2006 Trust was a party to a civil proceeding of a
judicial or administrative body as a result of which proceeding
such entity or person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
10
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 11 OF 17 PAGES
In addition to the foregoing information regarding Oliver Ernest LP and the
David Farber 2006 Trust, this Item 2 is being amended to correct information
regarding the laws of the state under which the Jack Farber Trust and the Vivian
Farber Trust were formed. Those trusts were formed under the laws of the
Commonwealth of Pennsylvania.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Ellen B. Kurtzman may be deemed to beneficially own 2,128,464 shares
of Common Stock (20.2 percent of the issued and outstanding Common Stock of CSS,
based upon information provided by CSS in its annual report on Form 10-Q for the
quarter ended June 30, 2006 indicating that 10,553,315 shares of Common Stock
were issued and outstanding on August 4, 2006). Of that amount, she has sole
voting and investment power with regard to 2,002,007 shares and shared voting
and investment power with regard to 126,457 shares. The shares as to which Ellen
B. Kurtzman has sole voting and investment power are as follows:
o 83,667 shares of Common Stock owned directly.
o 95,281 shares of Common Stock held by the Farber Family
Charitable Lead Annuity Trust (the "Farber Charitable
Trust"), of which Ellen B. Kurtzman is the sole trustee.
o 750,000 shares of Common Stock (7.1 percent of the issued
and outstanding Common Stock of CSS) owned by the
Partnership. Ellen B. Kurtzman exercises voting and
investment power over these shares through Delv, Inc. (the
"General Partner"), a Delaware corporation and general
partner of the Partnership, which has the sole voting and
investment power with regard to the shares of Common Stock
owned by the Partnership. One-half of the outstanding common
stock of the General Partner is held by each of the
Children's Trusts, for which Ellen B. Kurtzman serves as
sole trustee. As a result, the Children's Trusts may be
deemed to have shared voting and investment power with
regard to the 750,000 shares held by the Partnership. Ellen
B. Kurtzman also is the sole director of the General Partner
and serves as the President, Secretary and Treasurer of the
General Partner. In that capacity, Ellen B. Kurtzman has the
power to act on behalf of the General Partner to vote and
dispose of shares held by the Partnership. The General
Partner holds a 0.1 percent interest in the Partnership, and
the remaining 99.9 percent interest in the Partnership is
owned by the 2003 Farber Family Trust (the "2003 Trust"), of
which Ellen B. Kurtzman is the sole trustee. Because the
limited partners of the Partnership, in their capacity as
limited partners, do not have power to vote or dispose of
the shares of Common Stock held by the Partnership, the 2003
Trust is not deemed to have voting or investment power with
respect to the Common Stock held by the Partnership. The
2003 Trust does not otherwise have voting or investment
power with respect to any shares of Common Stock.
11
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 12 OF 17 PAGES
o 565,151 shares (5.4 percent of the issued and outstanding
stock of CSS) held by the Jack Farber Trust, of which Ellen
B. Kurtzman is the sole trustee and Jack Farber is the sole
beneficiary.
o 351,042 shares held by the Vivian Farber Trust, of which
Ellen B. Kurtzman is the sole trustee and Vivian Farber is
the sole beneficiary.
o 66,732 shares of Common Stock held by Oliver Ernest LP, a
Delaware limited partnership. Ellen B. Kurtzman exercises
voting and investment power over these shares as Manager of
Oliver Ernest Associates, LLC, a Delaware limited liability
company that is the general partner of Oliver Ernest LP. The
single member of Oliver Ernest Associates, LLC is the David
Farber 2006 Trust. As a result, the David Farber 2006 Trust
may be deemed to have sole voting and investment power with
regard to the 66,732 shares of Common Stock held by Oliver
Ernest Associates. Information with regard to Matthew H.
Kamens and Lester E. Lipschutz, the trustees of the David
Farber 2006 Trust, is set forth in Appendix A to this
schedule. The limited partners of Oliver Ernest LP are the
Trust of Jack Farber FBO William Joseph Farber dated
December 6, 1989 (the "William Farber Trust") and the David
M. Farber Trust dated January 9, 1998 (the "David Farber
1998 Trust"). Because the limited partners of Oliver Ernest
LP, in their capacity as limited partners, do not have power
to vote or dispose of the shares of Common Stock held by
Oliver Ernest LP, the limited partners are not deemed to
have voting or investment power with respect to the Common
Stock held by Oliver Ernest LP, and do not otherwise have
voting or investment power with respect to any shares of
Common Stock.
Ellen B. Kurtzman may also be deemed to have sole voting and
investment power with respect to 90,134 shares held by the Farber Family
Foundation, Inc., a charitable foundation (the "Farber Family Foundation").
Ellen B. Kurtzman, Jack Farber, her father, Vivian Farber, her mother, and David
M Farber, her brother, are members, officers and directors of the Farber Family
Foundation. However, only Ellen B. Kurtzman has authority to exercise voting and
investment power with respect to shares of Common Stock currently held by the
Farber Family Foundation. As a matter of policy, the Farber Family Foundation
does not vote the shares of Common Stock that it owns. Ellen B. Kurtzman
disclaims any beneficial ownership in the shares held by the Farber Family
Foundation.
In addition, Ellen B. Kurtzman shares voting and investment power with
respect to the following shares of common stock:
o 83,475 shares of Common Stock owned by trusts for the
benefit of two of her children, for which she serves as
co-trustee with her mother.
12
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 13 OF 17 PAGES
o 42,982 shares of Common Stock owned by a trust for the
benefit of her son, for which she serves as co-trustee with
her brother.
On September 15, 2006, the William Farber Trust contributed 46,732
shares of Common Stock and the David Farber 1998 Trust contributed 20,000 shares
of Common Stock to Oliver Ernest LP. Prior to the contributions, Ellen B.
Kurtzman, as co-trustee, shared voting and investment power as to the Common
Stock held by William Farber Trust, and had no voting or investment power with
regard to the shares of Common Stock held by the David Farber 1998 Trust.
On December 31, 2005, the Farber Charitable Trust donated 41,495
shares of Common Stock to the Farber Family Foundation.
In addition, subsequent to the filing date of Amendment No. 6 to the
Schedule 13D, the Farber Family Foundation sold an aggregate of 51,711 shares of
Common Stock as follows:
NUMBER PRICE
DATE OF SALE OF SHARES PER SHARE ($)
------------------ --------- -------------
August 22, 2005 2,000 36.53
August 22, 2005 300 36.59
August 23, 2005 300 36.27
August 23, 2005 1,500 36.28
August 24, 2005 2,900 36.20
August 30, 2005 2,000 35.12
August 30, 2005 2,000 35.21
August 30, 2005 1,000 35.22
August 30, 2005 1,000 35.23
August 30, 2005 1,000 35.25
September 6, 2005 1,000 36.60
September 7, 2005 1,300 36.22
September 7, 2005 900 36.23
September 7, 2005 400 36.20
September 7, 2005 1,700 36.26
September 7, 2005 1,700 36.50
September 12, 2005 2,000 35.25
September 12, 2005 2,000 35.45
September 14, 2005 3,000 34.00
September 19, 2005 7,000 34.00
October 19, 2005 1,000 34.00
October 19, 2005 1,000 34.05
October 19, 2005 1,000 34.10
October 19, 2005 1,000 34.30
October 19, 2005 900 34.44
October 19, 2005 1,100 34.45
October 20, 2005 500 34.30
October 20, 2005 100 34.00
October 20, 2005 1,000 34.15
October 20, 2005 500 34.17
October 21, 2005 8,611 34.00
TOTAL 51,711
13
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 14 OF 17 PAGES
The sales by the Farber Family Foundation listed in the table above were
effected in the public trading markets pursuant to a plan intended to comply
with Rule 10b5-1(c) under the Securities Exchange Act.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
6. Agreement relating to joint filing of this statement. Exhibit 6
provides as follows:
By the execution of this Amendment No. 7 to Schedule 13D, each of
the persons signing this Amendment No. 7 to Schedule 13D agrees
that this Amendment No. 7 to Schedule 13D and any further
amendment to the Schedule 13D shall be filed on behalf of each of
them.
14
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 15 OF 17 PAGES
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
/s/ Ellen B. Kurtzman
----------------------------------------
Ellen B. Kurtzman
DELV, L.P.
By: DELV, INC., its General Partner
By: /s/ Ellen B. Kurtzman
--------------------------------
Ellen B. Kurtzman, President
TRUST FBO ELLEN B. KURTZMAN UNDER THE
2002 FARBER CHILDREN'S TRUSTS DATED
DECEMBER 12, 2002
By: /s/ Ellen B. Kurtzman
------------------------------------
Ellen B. Kurtzman, Trustee
TRUST FBO DAVID M. FARBER UNDER THE 2002
FARBER CHILDREN'S TRUSTS DATED
DECEMBER 12, 2002
By: /s/ Ellen B. Kurtzman
------------------------------------
Ellen B. Kurtzman, Trustee
THE JACK FARBER 2003 IRREVOCABLE TRUST
DATED DECEMBER 15, 2003
By: /s/ Ellen B. Kurtzman
------------------------------------
Ellen B. Kurtzman, Trustee
SIGNATURES CONTINUED ON NEXT PAGE
15
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 16 OF 17 PAGES
SIGNATURES CONTINUED FROM PREVIOUS PAGE
THE VIVIAN FARBER 2003 IRREVOCABLE TRUST
DATED DECEMBER 15, 2003
By: /s/ Ellen B. Kurtzman
------------------------------------
Ellen B. Kurtzman, Trustee
OLIVER ERNEST ASSOCIATES, LP
By: Oliver Ernest Associates, LLC, its
General Partner
By: /s/ Ellen B. Kurtzman
--------------------------------
Ellen B. Kurtzman, Manager
THE DAVID M. FARBER 2006 TRUST DATED
MARCH 29, 2006
By: /s/ Lester E. Lipschutz
------------------------------------
Lester E. Lipschutz, Trustee
Date: September 28, 2006
16
CUSIP NO. 125906 10 7 SCHEDULE 13D PAGE 17 OF 17 PAGES
APPENDIX A
Present principal occupation or employment
and name, principal business and address of
any corporation or other organization in
Name Address which such employment is conducted
------------------- ----------------------- --------------------------------------------
Matthew H. Kamens Wolf, Block, Schorr and Partner, Wolf, Block, Schorr and Solis-Cohen
Solis-Cohen LLP, LLP (a law firm), 1650 Arch Street, 22nd
1650 Arch Street, 22nd Floor, Philadelphia, PA 19103
Floor, Philadelphia, PA
19103
Lester E. Lipschutz Wolf, Block, Schorr Partner, Wolf, Block, Schorr and Solis-Cohen
and Solis-Cohen LLP, LLP (a law firm), 1650 Arch Street, 22nd
1650 Arch Street, 22nd Floor, Philadelphia, PA 19103
Floor, Philadelphia, PA
19103
During the last five years, none of the persons listed above have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the persons listed above was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandatory
activities subject to, Federal or state securities laws or finding any violation
with respect to such laws.
All of the persons listed above are United States citizens.
17