CSS INDUSTRIES INC

expiry = 2005-03-04...to Purchase for Cash up to 1,500,000 Shares of its Common Stock at a Purchase Price Not in Excess of $35.00 Per Share Nor Less than $30.00 Per Share THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, MARCH 4, 2005, UNLESS THE OFFER IS EXTENDED. CSS Industries, Inc., a Delaware corporation, is offering to purchase up to 1,500,000 shares of its common stock at a price not in excess of $35.00 nor less than $30.00 per share net to the seller in cash, wi...

mechanism = DUTCH...re offering to purchase up to 1,500,000 shares of our outstanding common stock. See Section 1. What is the purchase price? • The price range for our offer is $30.00 to $35.00 per share. We are conducting our offer through a procedure commonly called a “modified” Dutch auction. This procedure allows you to choose a price within a price range at which you are willing to sell your shares. • We will review the prices chosen by stockholders who have properly tendered their shares. We will then select the lowest price that will enable us to buy 1,500,000 shares. If a lesser number of shares is tendered, we will sel...

must_tender_all = True...of our shares as margin securities. We caution readers that the important factors, including without limitation the price at which we ultimately determine to purchase shares in the offer, the number of shares tendered in the offer, the number of stockholders who tender all of their shares of our common stock in the offer, general market conditions and other factors discussed in other documents filed by us with the Securities and Exchange Commission, among others, could cause our actual results to differ materially from statements contained in this offer to purchase. Forward-looking statements are not guarantees of future...

must_tender_all = True...l, prior to prorating shares of common stock held by others, accept all shares of common stock tendered by all stockholders who own, beneficially or of record, a number of shares that is less than or equal to 25 (provided that such “odd-lot” stockholders have tendered all of their shares of common stock). We have selected 25 as the number of shares that constitutes an odd lot so that the purchase of all shares properly tendered by holders of up to such number of shares will not reduce the number of stockholders to the point that our common stock would be delisted from the NYSE or subject to deregistration under the Secur...

no_priority = True...ional tender provisions described below. If more than 1,500,000 shares are tendered at or below the purchase price we select, then shares tendered at or below the purchase price, other than shares we elect, in our sole discretion, to purchase from holders of “odd lots,” will be subject to proration as set forth in “Proration” below. See Section 5 for a more detailed description of our purchase of and payment for tendered shares. All shares we purchase will be purchased at the same price, even if you have specified a lower price. However, we will not purchase any shares tendered at a price above the purchase price we select using th...

price = USD 30.0-35.0...CSS Industries, Inc., a Delaware corporation. We are offering to purchase up to 1,500,000 shares of our outstanding common stock. See Section 1. What is the purchase price? • The price range for our offer is $30.00 to $35.00 per share. We are conducting our offer through a procedure commonly called a “modified” Dutch auction. This procedure allows you to choose a price within a price range at which you are willing to sell your shares. • We...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 w05259cfexv99wxayx1yxay.htm OFFER TO PURCHASE, DATED FEBRUARY 3, 2005 exv99wxayx1yxay Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash up to 1,500,000 Shares of its Common Stock at a Purchase Price Not in Excess of $35.00 Per Share Nor Less than $30.00 Per Share THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, M...

txn_type = TENDER_OFFER...hares at a price not greater than $35.00 per share nor less than $30.00 per share, net to the seller in cash, without interest, as specified by stockholders tendering their shares. CSS’ offer is made on the terms and subject to the conditions set forth in the Offer to Purchase, dated February 3, 2005, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchas...