CSS CSS Industries Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

CSS Industries, Inc.

(Name of Subject Company (Issuer))

Tom Merger Sub Inc.

(Offeror)

IG Design Group Americas, Inc.

(Direct Parent of Offeror)

IG Design Group Plc

(Indirect Parent of Offeror)

(Names of Filing Persons)

Common Stock, $0.10 par value

(Title of Class of Securities)

125906107

(CUSIP Number of Class of Securities)

Gideon Schlessinger,

President and CEO

IG Design Group Americas, Inc.

555 Glenridge Connector, Suite 300

Atlanta, Georgia 30342

Telephone: (770) 551-9727

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With copies to:

Andrew Hough

Seyfarth Shaw LLP

1075 Peachtree St., Suite 2500
Atlanta, GA 30309

(404) 885-6700

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by  (i) IG Design Group Americas, Inc., a Georgia corporation (“Parent”), (ii) TOM MERGER SUB INC., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Purchaser”), and (iii) IG Design Group Plc, a public limited company incorporated and registered in England and Wales and the sole stockholder of Parent (“IG Design”), with the Securities and Exchange Commission (the “Commission”) on January 31, 2020,  as previously amended by Amendment No. 1 as filed with the Commission on February 4, 2020 (together with any subsequent amendments and supplements thereto, including this Amendment, the “Schedule TO”). The Schedule TO relates to the tender offer for all of the outstanding shares of common stock, par value $0.10 per share (the “Shares”) of CSS Industries, Inc., a Delaware corporation (the “Company”), at a price of $9.40 per Share, net to the seller in cash, subject to reduction for any applicable withholding taxes in respect thereof, without interest, upon the terms and conditions set forth in the offer to purchase, dated January 31, 2020 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal, a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.” This Schedule TO is being filed on behalf of Purchaser, Parent and IG Design.

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment.

Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

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This Amendment is being filed to amend and supplement Item 11 as reflected below.

Item 11. Additional Information.

Item 11 of the Schedule TO and the disclosure under Section 16 “Certain Legal Matters; Regulatory Approvals - Legal Proceedings” of the Offer to Purchase are hereby amended and supplemented by inserting the following text to the end of such Section 16:

On February 7, 2020, a suit was filed in the United States District Court for the Southern District of New York by a purported stockholder of the Company in connection with the pending Offer and the Merger. The action captioned Adrienne Halberstam vs. CSS Industries, Inc. et. al. (1:20-cv-01075), alleges that the Company and the directors of the Company violated Sections 14(e), 14(d), and 20(a) and Rule 14d-9(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by filing a Schedule 14D-9 Solicitation/Recommendation Statement with the Commission that contains allegedly misleading statements and omissions concerning financial projections for the Company, the valuation analyses performed by the Company’s financial advisor in support of its fairness opinion and certain background information relating to the Contemplated Transactions. The action seeks various remedies, including enjoining the Merger from being consummated, or in the event the Merger is consummated, rescission or rescissory damages, and costs and fees relating to the lawsuit.

On February 10, 2020, a putative class action complaint was filed in the United States District Court for the District of Delaware by a purported stockholder of the Company in connection with the pending Offer and the Merger. The action captioned Joseph Post vs. CSS Industries, Inc. et. al. (1:20-cv-00192-UNA), alleges that the Company and the directors of the Company violated Sections 14(e), 14(d), and 20(a) of the Exchange Act and the Purchasing Parties violated Section 20(a) of the Exchange Act by filing a Schedule 14D-9 Solicitation/Recommendation Statement with the Commission that contains allegedly misleading statements and omissions concerning financial projections for the Company, the valuation analyses performed by the Company’s financial advisor in support of its fairness opinion and certain background information relating to the Contemplated Transactions. The action seeks various remedies, including enjoining the Merger from being consummated, or in the event the Merger is consummated, rescission or rescissory damages, and costs and fees relating to the lawsuit.  The action further seeks judgments (i) directing the defendants to file a Schedule 14D-9 Solicitation/Recommendation Statement that does not contain any untrue statements of material fact and states all material facts required in it or necessary to make the statements within it not misleading and (ii) declaring that the defendants violated Sections 14(e), 14(d), and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

* Previously Filed

+ Portions of this document have been omitted pursuant to a request for confidential treatment submitted to the Securities and Exchange Commission pursuant to 17 CFR 240.24b-2.

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